Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does do not, and the performance of this Agreement by the Company of its covenants and obligations hereunder, and the consummation of the Transaction, including the Merger will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate any provision of the Organizational Documents of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary (in the case of the Companyconsummation of the Merger, (ii) subject to obtaining the adoption Requisite Stockholder Approval); (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with the giving of this Agreement by notice or lapse of time or both, would become a default) pursuant to, or result in the Company’s stockholders as contemplated termination or cancellation of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration, or the loss of any benefit or change in any other right of the Company or any of its Subsidiaries or any material and adverse change in any terms to which the Company or any of its Subsidiaries is bound, in each case pursuant to any Contract binding on the Company or any of its Subsidiaries; (c) assuming the Governmental Authorizations referred to in Section 5.2 and compliance with 3.6 are obtained and, in the requirements set forth in Section 2.3(d)case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, assets are bound; or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien (other than Permitted Liens) upon, or any right of first refusal or forced sale to a Lien on third party of, any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii)d) for such violations, respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations, rights or other occurrences which Liens that have not had, and would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with that would not otherwise prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and delivery of this Agreement by Neither the Company does not, and performance nor any of this Agreement by the Company will not: its subsidiaries is (i) assuming the Required Company Stockholders adopt this Agreementin violation of its charter, conflict with bylaws, partnership agreement or violate the Company Charter Documents limited liability company agreement, as applicable, or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining in default in the adoption performance or observance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of their respective properties is bound or affectedthem may be bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses subsidiaries is subject except in the case of clause (ii) and (iii), respectively, for any such conflictsviolation or default which, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect; and the execution, delivery and performance by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) each of the Company Disclosure Letter lists all consentsSubsidiary Guarantors of this Agreement, waivers the Indenture, the Notes and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Subsidiary Guarantees and the consummation of the transactions contemplated herebyherein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, whichlimited liability company or partnership action, if individually as applicable, and will not conflict with or constitute a breach of, or default under, or result in the aggregate not obtainedcreation or imposition of (other than as expressly contemplated thereby) any lien, would result charge or encumbrance (in a loss each case, other than Liens permitted under the Indenture) upon any property or assets of benefits to the Company or any of its Subsidiaries subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the charter, bylaws, partnership agreement or limited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would be material to the Company and its Subsidiaries, taken as not have a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement the Transaction Documents by the Company does not, and performance of this Agreement the consummation by the Company of the issuance of the Securities as contemplated by this Agreement and consummation by the Company of the other transactions contemplated by the Transaction Documents do not and will not: , with or without the giving of notice or the lapse of time, or both, (i) assuming result in any violation of any term or provision of the Required Company Stockholders adopt this AgreementArticles of Incorporation, conflict with any Certificate of Designations of any outstanding series of preferred stock or violate Bylaws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to result in a breach by the Company or any Subsidiary of its Subsidiaries or by which the Company or any of its Subsidiaries the terms or any of their respective properties is bound or affectedprovisions of, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation modification of, or result in the creation or imposition of a Lien on any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company Scheduled Contractor any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets are bound or affected, exceptin any such case which would be reasonably likely to have a material adverse effect on the business, as to clauses properties, operations, condition (ii) and (iiifinancial or other), respectively, for any such conflicts, violations, breaches, defaults results of operations or other occurrences which would not be material to prospects of the Company and its the Subsidiaries, taken as a whole. Section 2.3(b)(iv) , or the validity or enforceability of, or the ability of the Company Disclosure Letter lists all consentsto perform its obligations under, waivers and approvals under the Transaction Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyany court, whichUnited States federal or state regulatory body, if individually administrative agency or in the aggregate not obtained, would result in a loss of benefits to other governmental body having jurisdiction over the Company or any Subsidiary or any of its Subsidiaries that their respective properties or assets, in any such case which would be reasonably likely to have a material to adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or any Subsidiary to make use thereof.

Non-Contravention. The execution Assuming compliance with the matters referred to in Section 3.03, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: (i) assuming receipt of the Required approval of shareholders of the Company Stockholders adopt this Agreementreferred to in Section 3.02, contravene or conflict with the certificate of incorporation or by-laws of the Company; (ii) contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any Company Subsidiary that would be a significant subsidiary within the meaning of its Subsidiaries or by which Regulation S-X under the Company or any Exchange Act (a "Significant Subsidiary of its Subsidiaries or any of their respective properties is bound or affected, or the Company"); (iii) result in any a breach or violation of or constitute a default (or an event that with the giving of notice or the lapse of time or both would become constitute a default) underunder or give rise to a right of termination, amendment, cancellation or materially impair acceleration of any right or obligation of the Company’s Company or any Significant Subsidiary of the Company or to a loss of any material benefit to which the Company or any Significant Subsidiary of the Company is entitled or require any consent, approval or authorization under any provision of any material agreement, contract or other instrument binding upon the Company or any Significant Subsidiary of the Company or any of its Subsidiaries rights their respective assets (including any material license, franchise, permit or materially alter other similar authorization held by the rights Company or obligations any Significant Subsidiary of the Company); or (iv) result in the creation or imposition of any third party underLien on any material asset of the Company or any Significant Subsidiary of the Company, except for such contraventions, conflicts or give violations referred to others any in clause (ii) and breaches, violations, defaults, rights of termination, amendment, acceleration cancellation or cancellation ofacceleration, losses, Liens or result other occurrences referred to in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iiiii) and (iii)iv) (each, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which a "Violation") that in the aggregate would not be material to have a Material Adverse Effect. Upon consummation of the Company's joint venture agreement with TCI Communications, Inc., the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of will amend the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required Schedule with respect to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits this Section 3.04 to the Company or any of its Subsidiaries that would be material give effect to the Company and its Subsidiaries, taken as a wholesuch transaction.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 4310(c)(16) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNASDAQ Stock Market.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Company Shareholders' Approval and compliance with the requirements set forth in Section 2.3(d3.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the material properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to defined in Section 3.14 except in the case of clauses (ii) and (iii), respectively) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults violation, impairment, alteration, termination, amendment, acceleration, cancellation or other occurrences which creation that, individually or in the aggregate, would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, whichexcept those the failure of which to be obtained would not, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to Material Adverse Effect on the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.4 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation a right of a Lien on any of the properties termination or assets of the Company or any of its Subsidiaries pursuant toacceleration under, any Company Scheduled Material Contract, except(c) assuming the Consents referred to in Section 4.5 are obtained or made and, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to in the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) case of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyMerger, whichsubject to obtaining the Requisite Stockholder Approval if required by applicable Law, if individually violate or conflict with in the aggregate not obtained, would result in a loss of benefits any material respect any Law or Order applicable to the Company or any of its Subsidiaries that or by which any which of their properties or Assets are bound, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the Assets, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would be material to not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Dell Merger Agreement in accordance with its Subsidiaries, taken as a wholeterms and has no further obligations thereunder.

Non-Contravention. The execution and delivery of this Agreement by the Company does do not, and performance of this Agreement and consummation of the transactions contemplated by the this Agreement by Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of any of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as approvals contemplated in Section 5.2 and compliance with the requirements set forth in or disclosed pursuant to Sections 2.3(a) and 2.3(c) and the applicable provisions of the DGCL, CCC, DLCA, the HSR Act (as defined in Section 2.3(d2.3(c)), if applicable, any applicable foreign anti-trust Legal Requirements and the listing requirements of Nasdaq, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, conflict with or violate any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permits (as defined in Section 2.8(b)) or any right under any Contract with any Governmental Entity that is held by Company or any of its Subsidiaries or that otherwise relates to the business or assets of Company or any of its Subsidiaries or (iv) subject to obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries or result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Company IP (as defined in Section 2.7(a)(i)), or the transfer of any material asset of Company to any Person pursuant to, any Company Scheduled ContractMaterial Contract (as defined in Section 2.15(a)), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would not be material to the Company and its Subsidiariescancellation, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsLiens or violations that, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, have not obtained, had and would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the other Transaction Documents by Seller, and the Company consummation of the Transactions, do not and will not: not (ia) assuming violate any provision of the Required Company Stockholders adopt this Agreement, conflict with certificate of incorporation or violate bylaws of Seller and the Company Charter Documents or any Subsidiary Charter Documents comparable organizational documents of any Subsidiary of the Company, Divesting Entity; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated consents referred to in Section 5.2 and compliance with 4.03(b) of the requirements set forth in Section 2.3(d)Disclosure Schedules, materially conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) violate, result in any the breach of or of, constitute a default under or result in the termination, cancellation or acceleration (or an event that with whether after the giving of notice or the lapse of time or both would become both) of any right or obligation of Seller or any Divesting Entity under any Transferred Contract, Transferred Governmental Authorization or the Seller Debt Documents, or to a default) material loss of any benefit with respect to the Business to which Seller or any Divesting Entity is entitled under, any Transferred Contract, Transferred Governmental Authorization or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofSeller Debt Documents, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties Purchased Assets; or assets (c) assuming compliance with the matters set forth in Section 4.04 and Section 5.03, materially violate or result in a breach of, or constitute a default under any Law or other restriction of the Company any Governmental Authority to which Seller or any of its Subsidiaries pursuant to, any Company Scheduled ContractDivesting Entity is subject, except, as with respect to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults conflicts, defaults, losses, Liens, terminations, cancellations, accelerations or other occurrences which inaccuracies that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits reasonably be expected to be materially adverse to the Company Purchased Assets or any of its Subsidiaries that would be material to the Company and its Subsidiariesconduct of the Business, taken as a whole.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the other Transaction Documents by Seller, the Company other Seller Entities and the Conveyed Companies party thereto, as applicable, and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth): (a) underviolate, conflict with, or materially impair result in any breach of any provision of the Company’s Constituent Documents of Seller or any of its Subsidiaries rights the Equity Selling Entities, the Asset Selling Entities or materially alter the rights or obligations Conveyed Companies party thereto, as applicable; (b) subject to obtaining the consents referred to on Schedule 3.4 and Schedule 3.5 of any third party the Seller Disclosure Letter, conflict with, result in a breach of, constitute a default under, require any waiver, approval or give to others any rights of termination, amendment, acceleration or cancellation ofconsent under, or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of the Seller Entities or the Conveyed Companies under, or to a loss of any benefit of the Business to which the Seller Entities or the Conveyed Companies are entitled under, any Material Contract or Real Property Lease, (c) assuming all actions by or in respect of, or filing with, any Governmental Authority set forth on Schedule 3.4 of the Seller Disclosure Letter have been made or obtained, violate or result in a breach or violation of or constitute a default under any Law or other restriction of any Governmental Authority to which the Purchased Assets, any Seller Entity or Conveyed Company is subject or (d) result in the imposition or creation of a any Lien on upon the Equity Interests, any of the properties Purchased Assets or any assets of the Company Conveyed Companies, other than a Permitted Lien upon any Purchased Assets or any assets of its Subsidiaries pursuant to, any Company Scheduled Contract, the Conveyed Companies; except, as with respect to clauses (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults conflicts, defaults, terminations, cancellations or other occurrences which accelerations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in Section 3.6 ----------------- of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as transactions contemplated in Section 5.2 hereby and compliance with the requirements set forth in Section 2.3(d)provisions hereof will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tounder, any provision of (i) the Restated Articles of Incorporation or Bylaws of the Company Scheduled Contractor any provision of the comparable charter or organization documents of any of its Subsidiaries, except, as to clauses (ii) and (iii)any loan or credit agreement, respectivelynote, for any such conflictsbond, violationsmortgage, breachesindenture, defaults lease or other occurrences which would not be material to the Company and its Subsidiariesagreement, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsinstrument, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebypermit, whichconcession, if individually franchise or in the aggregate not obtained, would result in a loss of benefits license applicable to the Company or any of its Subsidiaries that would be material or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and its Subsidiariesdelivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, taken except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as a wholemay be required under the HSR Act and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or the Nasdaq National Market.

Non-Contravention. The Subject to the receipt of Company Consents and the filing of the Certificate of Merger as required by the Delaware Act, neither the execution and delivery by the Company of this Agreement nor the consummation by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, transactions contemplated hereby will (iia) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable provision of the certificate of incorporation or bylaws of the Company, as amended to date, (b) require on the part of the Company or any Company Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of its Subsidiaries time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Company Disclosure Schedule, for which the Company is obligated to use its Subsidiaries Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of their respective properties is bound or affected, the transactions contemplated hereby or (iii) result in any breach notice, consent or waiver the absence of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect and would not reasonably be material expected to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with adversely affect the consummation of the transactions contemplated hereby, which, if individually or (d) result in the aggregate not obtainedimposition of any Security Interest (as defined below) upon any material assets of the Company or any Company Subsidiary or (e) violate any federal, would result in a loss state, local, municipal, foreign, international, multinational, Governmental Entity or other constitution, law, statute, ordinance, principle of benefits common law, rule, regulation, code, governmental determination, order, writ, injunction, decree, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including Tax and U.S. antitrust laws (collectively, “Laws”) applicable to the Company or any Company Subsidiary except for any violation which would not reasonably be expected to have a Company Material Adverse Effect. For purposes of its Subsidiaries that would be this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s and similar Security Interests, (ii) Security Interests arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation or (iii) Security Interests on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company Company; and its Subsidiaries“Ordinary Course of Business” means the ordinary course of the Company’s business, taken as a wholeconsistent with past practice.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.3 of the Company Disclosure Letter, and except as set forth on Section 4.19(j) of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (c) assuming the creation of a Lien on any Consents referred to in Section 4.4 are obtained or made and, in the case of the properties consummation of the Merger, subject to obtaining the Requisite Stockholder Approval if required by applicable Law, violate or assets of conflict with in any material respect any Law or Order applicable to the Company or any of its Subsidiaries pursuant toor by which any which of their assets or properties are bound, or (d) result in the creation of any Company Scheduled ContractLien (other than Permitted Liens) upon any of their assets or properties, except, as to clauses except in the case of clause (iid) and (iii), respectivelyabove, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would could not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually hereby or in the aggregate not obtained, would result in a loss of benefits to performance by the Company or any of its Subsidiaries that would be material to the Company covenants and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution and delivery of this Agreement and the CVR Agreement by the Company does not, and the performance of this Agreement and the CVR Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Requirements applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the Option Agreements and the consummation by the Company does not, of the transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary by-laws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.3 and subject to receipt of the Company Stockholder Approval, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries (as defined in Section 3.6), (c) subject to receipt of the Company Stockholder Approval, constitute a default under or by give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.13) not obtainedyet due or being contested in good faith or (ii) which is a carriers', would result warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Neither the Company nor any Subsidiary of the Company is a loss party to any agreement that expressly limits the ability of benefits to the Company or any Subsidiary of its Subsidiaries that would be material the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to the Company and its Subsidiariesextent that any such limitation, taken as individually or in the aggregate, would not have a wholeMaterial Adverse Effect on Parent or the Surviving Corporation immediately after the Effective Time.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Company Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, ; (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Company Merger by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective material properties is bound or affected, ; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists as of the date hereof all consents, waivers and approvals under any of the Company Scheduled Company’s or any of its Subsidiaries’ Contracts currently in effect required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any the Surviving Corporation as a result of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents equivalent organization or governing documents of any Subsidiary of the Company, its Subsidiaries; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)3.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially result in the termination of, or accelerate the performance required by, or result in a right of purchase, amendment, payment, cancellation, termination or acceleration under, or impair the Company’s or any of its Subsidiaries Subsidiaries’ rights under, or materially alter their respective obligations or alter the material rights or obligations of any third party under, any Contract to which the Company or give any of its Subsidiaries is a party or under any Permit of the Company or any of its Subsidiaries; (c) assuming the Consents referred to others in Section 3.5 are obtained or made and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any rights of terminationLaw, amendment, acceleration or cancellation ofOrder, or rule of the NYSE applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound; or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not reasonably be expected to result in a liability material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Company or any Board, and each committee of the Company Board and the governing body of each of its Subsidiaries that would be material to held since December 31, 2015, other than the minutes of those meetings of the Company Board and its Subsidiariescommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed, taken and such minutes contain a complete (except as a wholeredacted) and correct, in all material respects, record of the meetings and other corporate actions held or taken.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by Company of this Agreement by the Company does do not, and performance the consummation by Company of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt this Agreementapproval of shareholders referred to in Section 3.02, contravene or conflict with the articles of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03, contravene or by which the conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation obligation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to the which Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon Company or any of its Subsidiaries and which either has a term of more than one year or involves the payment or receipt of money in excess of $1,000,000 (a "Company and Agreement") or any license, franchise, permit or other similar authorization held by Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by and the Company transactions contemplated hereby do not and will notnot result in a breach of any of the terms and provisions of, or constitute a default under: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Company’s or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiaries’ charter, bylaws or other organizational documents, as the case may be; (ii) subject any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary (as defined in Section 1(q) below) is a party or by which the Company, any subsidiary or any of their respective properties is bound or affected, or bound; (iii) result in any breach rule or regulation or order of any court or constitute a default (other governmental agency or an event that body with notice or lapse of time or both would become a default) under, or materially impair jurisdiction over the Company’s , any Subsidiary or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertheir respective properties, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violationsbreaches or defaults that do not result in and could not reasonably be expected to result in, breachesindividually or in the aggregate, defaults a Company MAE (as defined below); and no consent, approval, authorization or other occurrences which would not be material to order of any court or governmental agency or body has been or is required for the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) performance of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with this Agreement or for the consummation of the transactions contemplated herebyherein except as have been obtained or will be obtained under the Securities Act, whichfrom the Financial Industry Regulatory Authority, if individually Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the aggregate not obtained, would result offer and sale of the Shares or under the laws of states in a loss of benefits to which the Company or any of the Subsidiaries may own real properties in connection with its Subsidiaries qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that would is, or could reasonably be material expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its Subsidiaries, taken the Subsidiaries considered as a whole, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the Company does nottransactions contemplated hereby do not and will not (a) contravene, and performance conflict with, or result in any violation or breach of this Agreement by any provision of the Company will not: Organizational Documents of Parent or Merger Subsidiary, (ib) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.03(a) through Section 4.03(c), contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iic) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d4.03(a) through Section 4.03(c), conflict require any consent or other action by any Person under, constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any material Legal Requirement applicable right or obligation or the loss of any benefit to the Company which Parent or any of its Subsidiaries is entitled under any provision of any agreement or by which the Company other instrument binding upon Parent or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit, certificate, approval or affectedother similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiid) result in the creation or imposition of any breach Lien (other than Permitted Liens) on any asset of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s Parent or any of its Subsidiaries rights Subsidiaries, except for such contraventions, conflicts and violations referred to in clause (b), such failures to obtain any such consent or materially alter the rights other action referred to in clause (c), and such defaults, terminations, cancellations, accelerations, changes, losses or obligations of any third party under, or give Liens referred to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not be material reasonably expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result a Material Adverse Effect on Parent or materially delay or impair the ability of Parent (or, in the event of a loss Subsidiary Merger Election, of benefits each of Parent and Merger Subsidiary) to perform its obligations or consummate the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by and the Company transactions contemplated hereby do not and will notnot result in a breach of any of the terms and provisions of, or constitute a default under: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Company’s or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiaries charter, bylaws or other organizational documents, as the case may be; (ii) subject any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary (as defined below) is a party or by which the Company, any subsidiary or any of their respective properties is bound or affected, or bound; (iii) result in any breach rule or regulation or order of any court or constitute a default (other governmental agency or an event that body with notice or lapse of time or both would become a default) under, or materially impair jurisdiction over the Company’s , any Subsidiary or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertheir respective properties, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violationsbreaches or defaults that do not result in and could not reasonably be expected to result in, breachesindividually or in the aggregate, defaults a Company MAE (as defined below); and no consent, approval, authorization or other occurrences which would not be material to order of any court or governmental agency or body has been or is required for the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) performance of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with this Agreement or for the consummation of the transactions contemplated herebyherein except as have been obtained or will be obtained under the Securities Act, whichfrom the Financial Industry Regulatory Authority, if individually Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the aggregate not obtained, would result offer and sale of the Shares or under the laws of states in a loss of benefits to which the Company or any of the Subsidiaries may own real properties in connection with its Subsidiaries qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that would is, or could reasonably be material expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its Subsidiaries, taken the Subsidiaries considered as a whole, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement each of the Transaction Documents by the Company, and the consummation by the Company does notof the transactions contemplated thereby, and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents result in a violation of any Subsidiary provision of the Articles of Incorporation or Bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any a breach of any provision of, or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party or (c) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the creation of a Lien on Company or any of its Subsidiaries or by which any property or asset of the properties Company or any of its Subsidiaries is bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its Articles of Incorporation, Bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries pursuant tois bound or affected, any Company Scheduled Contractexcept for possible defaults as would not, exceptindividually or in the aggregate, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) if any, are not being conducted in violation of the Company Disclosure Letter lists all consentsany law, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyrule, whichregulation, if individually order, judgment or in the aggregate not obtained, would result in a loss of benefits decree applicable to the Company or any of its Subsidiaries that or their respective properties or assets, ordinance or regulation of any governmental entity, except for such violations as would be material to not, individually or in the Company and its Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and performance of this Agreement by 3.3, (a) contravene or conflict with the Company will not: Charter or the Company By-Laws or the organizational documents of any Company Subsidiary, (ib) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of, any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.14) not obtained, would result yet due or being contested in a loss of benefits to good faith (and for which adequate reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be) or any (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of its Subsidiaries business. To the Company’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be material expected to prevent, materially impede or materially interfere with the consummation by the Company of the Merger and its Subsidiaries, taken as a wholethe Transactions.

Non-Contravention. The execution (a) Subject to the approval of the Shareholder Proposals by the Required Shareholder Vote, the execution, delivery and delivery of this Agreement performance by the Company does notof this Agreement, the Amended Warrant, and performance the consummation of this Agreement the transactions contemplated hereby and thereby, including the Other Transactions (as defined below), and compliance by the Company with the provisions hereof and thereof, will not: (iA) assuming the Required Company Stockholders adopt this Agreementviolate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation of, or result in the creation of a Lien on of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals Subsidiary under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Scheduled Contracts or any Company Subsidiary is a party or by which it or any Company Subsidiary may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the amendment to its Articles of Incorporation as contemplated by Section 1.1(d)(iii) with the State of North Carolina, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained, and such approvals as are required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond, under any state “blue sky” laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby (including for this purpose the consummation of the Exchange and the Other Transactions) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, whichpayment of unemployment compensation, if individually or “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the aggregate not obtainedEESA, would result in a loss as implemented by the Compensation Regulations) or forgiveness of benefits indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any of its Subsidiaries that would be material to Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and its Subsidiaries(B) neither the Company nor any Company Subsidiary has taken, taken as or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a wholereversion of assets from any benefit plan or related trust.

Non-Contravention. The Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair result in the Company’s termination or modification of, or accelerate the performance required by, or result in the grant of any of its Subsidiaries rights or materially alter (in addition to the rights or obligations under the employment agreements disclosed in Section 4.10(k) of any third party the Company Disclosure Schedule) under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("LIENS") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries or any of its joint ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, grant, loss or creation, a "VIOLATION" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the certificate of incorporation, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations that would not reasonably be material expected to have, in the aggregate, a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with would not prevent the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement do not and will not: : (ia) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of the Company Charter Organizational Documents or any Subsidiary Charter Documents the comparable organizational or governing documents of any Subsidiary of the Subsidiaries of the Company; (b) contravene or conflict with, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any violation or breach of, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or material assets of the Company or any of its Subsidiaries pursuant to(“Company Assets”) are bound, any assuming that all Governmental Authorizations described in Section 3.6 have been obtained or made, other than as would not, individually or in the aggregate, reasonably be expected to have a Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults Material Adverse Effect or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby, which, if individually by this Agreement or in prevent or materially impair or materially delay the aggregate not obtained, would ability of the Company to perform its obligations hereunder; (c) result in any violation or breach of, or constitute a loss default (with or without notice or lapse of benefits time or both) under, any Company Material Contracts to which the Company or any of its Subsidiaries that is a party or by which any Company Assets are bound, other than as would not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or prevent or materially impair or materially delay the ability of the Company to perform its obligations hereunder; or (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Material Contracts, other than, if not obtained or made, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or prevent or materially impair or materially delay the ability of the Company to perform its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses Subsidiary (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Company and its any Company Subsidiary, and such term when used in Article V has a correlative meaning with respect to the Buyer and the Buyer Subsidiaries) pursuant to any provisions of (i) the articles of incorporation, taken as a whole. Section 2.3(b)(iv) by-laws or similar governing documents of the Company Disclosure Letter lists all consentsSeller, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of its Subsidiaries that would be material any Governmental Authority applicable to the Seller, the Company and its Subsidiariesor any Company Subsidiary or any of their respective properties or assets, taken as or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the “Seller Required Consents”), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a wholeparty or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution and delivery of this Agreement and the Related Documents by the Company does and its Subsidiaries do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaulttime) under, or materially impair result in the Company’s termination or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undermodification of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries or any of its Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company, its Subsidiaries and Joint Ventures) pursuant toto any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Company, subject to Section 4.4(b)(i) of the Company Disclosure Schedule, any of its Subsidiaries or any of its Joint Ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its Subsidiaries or any of its Joint Ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b)(iii) of the Company Disclosure Schedule (the "Company Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or other instrument, obligation, agreement or other Contract of any kind to which the Company, any of its Subsidiaries or any of its Joint Ventures is a party or by which any of such persons or any of their properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not be material to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement and consummation of the transactions contemplated by this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of any of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as approvals contemplated in Section 5.2 5.3 and compliance with the requirements set forth in Section 2.3(dor disclosed pursuant to Sections 2.3(a) and 2.3(c), conflict with or violate any material Legal Requirement applicable to any of the Company or any of its Subsidiaries or by which any of the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to providing the notices and obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its their respective Subsidiaries pursuant to, any Contract (to which the Company Scheduled Contractor its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective properties is bound or affected), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would not be material to the Company and its Subsidiariescancellation, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsLiens or violations that, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, have not obtained, had and would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company does notCompany, Team, Team Finance and performance Team MergerSub of this Agreement by the Company transactions contemplated hereby do not and will not: (ia) contravene or conflict with any of their respective certificates of formation, limited liability company agreements, charter, by-laws or equivalent organizational documents; (b) assuming that all of the Company Required Company Stockholders adopt this AgreementGovernmental Consents are obtained, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Law or violate any material Legal Requirement Order binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound properties, rights or affectedassets; (c) require any consent or other action by any Person under, or (iii) result in any breach of or constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or an event that with without due notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation any other change of a Lien on any of the properties right or assets obligation of the Company or any Company Subsidiary or to a loss of its Subsidiaries pursuant to, any benefit or status to which the Company or any Company Scheduled ContractSubsidiary is entitled under any provision of any Material Contract binding upon the Company or any Company Subsidiary or any of their respective properties, exceptrights or assets or any material Permit or other similar authorization held by the Company or any Company Subsidiary; or (d) result in the creation or imposition of any Lien on any property, as to clauses right or asset of the Company or any Company Subsidiary, other than, in the case of each of (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which items that would not reasonably be material to the Company and its Subsidiariesexpected to, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in (x) have a loss Company Material Adverse Effect or (y) prevent or materially impair the ability of benefits the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the Company or any of its Subsidiaries that would be material to contrary in this Agreement, the Company and its Subsidiaries, taken as a wholedoes not make any representation or warranty pursuant to this Section 3.04 regarding the transactions contemplated by Sections 1.04(a) or 1.04(b).

Non-Contravention. The execution Subject to obtaining the approval of the stockholders of ROI by the Requisite Vote, the execution, delivery and delivery performance by ROI and its Subsidiaries of this Agreement by the Company does notAgreement, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, do not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this AgreementArticles of Incorporation, conflict with Certificate of Incorporation, Bylaws or violate the Company Charter Documents other organizational documents of ROI or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (ii) subject to obtaining assuming the adoption receipt of this Agreement by all consents, approvals, waivers and authorizations and the Company’s stockholders as contemplated in Section 5.2 making of the notices and compliance with the requirements filings set forth in Section 2.3(don Schedule 3.3(b), conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any material Legal Requirement applicable to the Company right or obligation of ROI or any of its Subsidiaries under, or by result in a loss of any benefit to which the Company ROI or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) entitled under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofContract, or result in the creation of a Lien on any Encumbrance upon any of the properties Transferred Assets, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) or assets required to made or obtained by Buyer, violate or result in a breach of the Company or constitute a default under any Law to which ROI or any of its Subsidiaries pursuant tois subject, or under any Company Scheduled ContractGovernmental Authorization, exceptother than, as to clauses (ii) and in the case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Encumbrances that would not be material to the Company have a Material Adverse Effect or materially impair or delay ROI's and its Subsidiaries' ability to perform its obligations hereunder or (iv) violate, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to breach of, or otherwise be inconsistent with the Company terms of, or the facts forming the basis for, any of its Subsidiaries that would be material to the Company and its SubsidiariesProduct Certification, taken other than as a wholeset forth on Schedule 3.4.

Non-Contravention. The execution and delivery Except as set forth in Section 4.03(b) of this Agreement by the Company does notDisclosure Letter, the execution, delivery and performance of this Agreement and the Subsidiary Transfer Agreement by the Company, as applicable, does not, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, and the Subsidiary Transfer Agreement and the other transactions contemplated thereby, as applicable, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)4.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote if required by applicable Laws, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affectedassets; (iii) contravene or conflict with, or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit; (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (v) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively, (iv) and (v) for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Uphill Merger Agreement in accordance with Section 8.1(e) thereof, which, if individually or and instructed the Company Escrow Agent (as defined in the aggregate not obtained, would result in a loss of benefits Uphill Merger Agreement) to release the Company or any Escrow Amount (as defined in the Uphill Merger Agreement) to Uphill. Each of the Company Escrow Agreement (as defined in the Uphill Merger Agreement), the DB Escrow Agreement (as defined in the Uphill Merger Agreement) and the CMB Escrow Agreement (as defined in the Uphill Merger Agreement) has been terminated. The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The Except as set forth in Section 4.04(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("Liens") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.04(c)) applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions of this Agreement by the Company does not, do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate the Company Charter Documents result in any violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Company, certificate of incorporation or bylaws (iior comparable organizational documents) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries, (b) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, contravene, conflict with or result in a violation or breach of any Applicable Law, or (c) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by any Person under, constitute a material default, or an event that, with or without notice or lapse of time or both, would constitute a material default, under, or cause or permit the termination, cancellation, repayment, acceleration or other material change of any right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party entitled under, or give rise to others any rights right of terminationfirst refusal or preemptive right, amendmenttag-along, acceleration transfer or cancellation of, or result in the creation similar right of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant toparty under, any Company Scheduled Material Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, and of the transactions contemplated by the Voting Agreement by the Principal Stockholder, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, (A) the Charter Documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or (B) any resolution adopted by which the Company Board or any committee thereof, the stockholders of the Company or the board of directors or stockholders any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (vi) of Section 3.03(c) have been obtained or made and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, contravene or conflict with or result in any violation of any Law, or give any Governmental Entity (in its capacity as a Governmental Entity, and not as a stockholder of the Company or any of its Subsidiaries) the right to prevent the consummation of the Merger under any Law applicable to the Company, any of its Subsidiaries, or any of their respective properties or assets, (iii) contravene or conflict with or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any of its Subsidiaries; (iv) cause the Company or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s assets owned by the Company or any of its Subsidiaries rights to be reassessed or materially alter the rights revalued by any taxing authority or obligations of any third party under, other Governmental Entity; or give to others any rights of termination, amendment, acceleration or cancellation of, or (vi) result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively(iv), (v) and (vi), for any such contraventions, conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which would not be material liabilities, alterations, terminations, amendments, modifications, accelerations, cancellations, revocations, suspensions, withdrawals or Liens that, or where the failure to the Company and its Subsidiariesobtain any Consents, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsin each case, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, does not obtained, would result in constitute a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant to, any or Company Scheduled Contract, except, as to clauses Joint Ventures (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company and its Subsidiariessuch term when used in Article V has a correlative meaning with respect to the Parent) pursuant to any provisions of (i) any debt instruments relating to outstanding indebtedness for borrowed money in amounts in excess of $25 million, taken the articles of incorporation, by-laws or similar governing documents of the Company or any of the Company Subsidiaries or Company Joint Ventures, (ii) preferred stock and preference stock of any Company Subsidiary or Company Joint Venture, (iii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders’ Approval, any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority (as defined in Section 4.4(c)) (each, an “Order”), authorization, license, consent, certificate, registration, approval or other permit of any Governmental Authority (each, a whole. “Permit”) or Law applicable to the Company or any of the Company Subsidiaries or Company Joint Ventures or any of their respective properties or assets or (iv) subject to obtaining the third-party consents set forth in Section 2.3(b)(iv4.4(b)(iv) of the Company Disclosure Letter lists all consents(the “Company Required Consents”), waivers and approvals under any Material Contract (as defined in Section 4.16(b)) or material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (collectively, “Contracts”) to which the Company or any of the Company Scheduled Contracts required Subsidiaries or Company Joint Ventures is a party or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (iii) or (iv) for any such Violation which, individually or in the aggregate, would not reasonably be expected to be obtained result in connection with a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by AstraZeneca of this Agreement by and each Ancillary Agreement to which it is a party and the Company does notexecution, delivery and performance by each Affiliate of this AstraZeneca of each Ancillary Agreement by the Company to which such Affiliate is a party do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents certificate of incorporation or any Subsidiary Charter Documents bylaws or comparable organizational documents of any Subsidiary of the CompanyAstraZeneca or such Affiliate, as applicable, (iib) violate any Law applicable to AstraZeneca or such Affiliate, as applicable, the Product Business, the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation or (c) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated consents referred to in Section 5.2 and compliance with the requirements set forth in Section 2.3(d3.1.5(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected(i) violate, or (iii) result in any breach of or constitute a default (under or an event that with notice result in the termination of any Contract to which AstraZeneca or lapse of time such Affiliate is a party or both would become a default) underto which the Purchased Assets, the APA Licensed Intellectual Property or materially impair the Company’s Licensed Regulatory Documentation is subject, including any no shop or exclusivity agreement or any option, right of its Subsidiaries rights first refusal, right of first offer, right of first negotiation or materially alter the rights or obligations of any third party undersimilar right, or give to others any rights of termination, amendment, acceleration or cancellation of, or (ii) result in the creation of a Lien any Encumbrance upon any Purchased Asset other than Permitted Encumbrances or the imposition of any other contractual restrictions on any the use of the properties Purchased Assets or assets the conduct of the Company Product Business or (iii) terminate, amend or modify or give any Person the right to terminate, accelerate, amend or modify, abandon or refuse to perform any Purchased Contract (except to the extent that the assignment of a Purchased Contract to Horizon itself constitutes an amendment or modification), or (iv) violate any order or judgment of a Governmental Authority to which AstraZeneca or any of its Subsidiaries pursuant toAffiliates is subject relating to the Product Business, any Company Scheduled Contractthe Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation, except, as to in the case of the foregoing clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, modifications, losses of rights, abandonments or other occurrences which refusals to perform that would not reasonably be material expected to materially affect the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its SubsidiariesProduct Business, taken as a whole.

Non-Contravention. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and the execution, delivery and performance by the Company does notBank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby, do not and performance of this Agreement by the Company will not: not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws or other governing documents of the Company or any of its Subsidiaries, (ii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Sections 5.3 and 5.4, contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany applicable law, (iiiii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)Sections 5.3 and 5.4, conflict require any consent or other action by any Person under, constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any material Legal Requirement applicable right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or by which other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit, certificate, approval or affectedother similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of Company and its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contractexcept for such contraventions, except, as conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii) and (iv) that in the case of clause (ii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which (iii) and (iv) would not be material reasonably expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss Material Adverse Effect on the Company. (b) As of benefits to the date hereof, the Company or any knows of its Subsidiaries that would no reason why the tax opinion referred to in Section 10.1(g) should not be material to the Company and its Subsidiaries, taken as obtained on a wholetimely basis.

Non-Contravention. The execution execution, delivery and delivery performance by Seller and each Selling Subsidiary of this Agreement by and the Company does notAncillary Agreements to which it is (or will be) a party, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, do not and will not: not (ia) violate any provision of the Organizational Documents of Seller or any Selling Subsidiary, as applicable, (b) assuming the Required Company Stockholders adopt this Agreementreceipt of all Regulatory Approvals and the consents, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyapprovals, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 waivers and compliance with the requirements authorizations set forth in Section 2.3(don Schedule 3.5 (the “Seller Non-Governmental Consents”), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event that with whether after the filing of notice or the lapse of time or both would become a defaultboth) of any right or obligation of Seller or any Selling Subsidiary under, or materially impair the Company’s result in a loss of any benefit to which Seller or any of its Subsidiaries rights or materially alter the rights or obligations of any third party Selling Subsidiary is entitled under, any Transferred Contract required to be listed in Schedule 3.12 to which Seller or give to others any rights of termination, amendment, acceleration or cancellation ofsuch Selling Subsidiary is a party, or result in the creation of a any Lien on upon any of the properties or assets Purchased Assets, in each case in respect of the Company Business or, (c) assuming the receipt of all Regulatory Approvals, violate or any of its Subsidiaries pursuant toresult in a breach of, or constitute a default under, any Company Scheduled ContractLaw or Governmental Authorization to which Seller or such Selling Subsidiary is subject, in each case in respect of the Business, except, as to clauses in the case of clause (iib) and clause (iii), respectivelyc) above, for any such conflicts, violations, breaches, defaults or other occurrences which matters that would not be material to the Company and Business or the Purchased Assets, or materially impede the ability of Seller or each Selling Subsidiary to perform its Subsidiariesobligations under this Agreement or under the Ancillary Agreements, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required or to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company hereby and its Subsidiaries, taken as a wholethereby.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the Company does not, transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.03, contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iiiv) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03, conflict with require any consent or violate other action by any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedPerson under, or (iii) result in any breach of or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, or materially impair cause or permit the Company’s termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries rights or materially alter the rights or obligations is entitled under (A) any provision of any third party underagreement or other instrument binding upon Parent or any of its Subsidiaries, or give to others (B) any rights of terminationParent Communications License or other Governmental Authorization held by, amendment, acceleration or cancellation ofaffecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of a any Lien on any asset of the properties or assets of the Company Parent or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to with only those exceptions in the case of clauses (iiii)(B) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iii)-(v) as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result a Parent Material Adverse Effect (which term shall be interpreted, for purposes of this Section 4.04, without clauses (iv) and (vi) in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholedefinition thereof).

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property (as defined in SECTION 2.16), of the Company will not: or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "VIOLATION" with respect to the Company (such term when used in ARTICLE III having a correlative meaning with respect to J Net)) or any of its subsidiaries or, to the knowledge of the Company, any of its joint ventures pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate subject to obtaining the Company Charter Documents Shareholders' Approval (as defined in SECTION 2.13), the articles of incorporation or by-laws of the Company or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption of this Agreement by Company Required Statutory Approvals (as defined below) and the Company’s stockholders Company Shareholders' Approval (as contemplated defined in Section 5.2 and compliance with the requirements set forth in Section 2.3(dSECTION 2.13), conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or violate license of any material Legal Requirement Governmental Authority (as defined in SECTION 2.4(C)) applicable to the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of its joint ventures, or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 2.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair excluding from the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 5250(b)(1) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNasdaq.

Non-Contravention. The execution and delivery by each of the Buyer and Buyer Sub of this Agreement by and each applicable Ancillary Document, the Company does notconsummation of the transactions contemplated hereby and thereby, and the performance by each of the Buyer and Buyer Sub of this Agreement by the Company and each applicable Ancillary Document in accordance with its terms will not: : (a) violate the certificate of incorporation or by-laws (or comparable instruments) of the Buyer or Buyer Sub; (b) require the Buyer or Buyer Sub to obtain any material consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Authorities or any other Person, except for (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary notification requirements of the CompanyHSR Act, (ii) subject to obtaining the adoption filing of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance Articles of Merger with the requirements Secretary of State of the State of Illinois, (iii) the filing with the SEC of a Proxy Statement in definitive form relating to the Stockholders Meeting (the "PROXY STATEMENT"), (iv) such filings and approvals as are required to be obtained or made under the Exchange Act or the Securities Act, the rules and regulations of the NYSE or the securities or "blue sky" laws of various states in connection with the issuance of shares of Buyer Common Stock pursuant to this Agreement, (v) the Stockholder Approval, (vi) as set forth in Section 2.3(d5.7(b) of the Buyer Disclosure Letter (the consents referred to in this clause (vi), conflict the "BUYER CONSENTS AND NOTICES" and, collectively with the Company Consents and Notices, the "REQUIRED CONSENTS AND NOTICES") or (vii) any such consents, approvals, authorizations or actions of, or filings with or notices to any Person (other than a Governmental Authority) the failure to obtain or make which would not have a Buyer Material Adverse Effect; (c) assuming all of the Buyer Consents and Notices are obtained or made, violate or result in the breach of any of the material terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any material Legal Requirement applicable Contract or material Permit, to which the Company Buyer or any of its Subsidiaries Buyer Sub is a party or by or to which the Company Buyer or any of its Subsidiaries Buyer Sub or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofmay be bound, or result in the creation of any Lien, other than a Lien on Permitted Lien, upon any of the properties or assets of the Company Buyer or Buyer Sub pursuant to the terms of any material Contract or material Permit to which the Buyer or Buyer Sub is a party or by which any of its Subsidiaries pursuant totheir respective properties or assets are bound, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violations, breaches, defaults terminations, defaults, accelerations or other occurrences which creations under any such material Contracts that would not be material to the Company and its Subsidiaries, taken as have a whole. Section 2.3(b)(ivBuyer Material Adverse Effect; or (d) assuming all of the Company Disclosure Letter lists all consentsBuyer Consents and Notices are obtained or made, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually violate or result in the aggregate not obtained, would result in a loss breach of benefits to the Company any applicable Orders or Laws of any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeGovernmental Authorities.

Non-Contravention. The execution and delivery of this Agreement by the Company does notTransaction Documents and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, and performance or default (with the passage of this Agreement by the Company will not: time or otherwise) under, (i) assuming the Required Company Stockholders adopt this Agreementany contract, conflict with agreement or violate the Company Charter Documents other instrument filed or incorporated by reference as an exhibit to any Subsidiary Charter Documents of any Subsidiary of the Exchange Act Documents (any such contract, agreement or instrument, an “Exchange Act Exhibit”) except for the Note Purchase Agreement by and among the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers dated as of March 1, 2002, as amended (the “ComVest Notes”), (ii) subject to obtaining the adoption charter, by-laws or other organizational documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Company or any Subsidiary, conflict with or violate (iii) any material Legal Requirement law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any of its Subsidiaries Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedproperties, or except in the case of clauses (i) and (iii) result in for any breach of such conflicts, violations or constitute defaults which are not reasonably likely to have a default Material Adverse Effect or (or an event that with notice or lapse of time or both would become a defaultB) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (except as contemplated hereby) or an acceleration of its Subsidiaries indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled ContractExchange Act Exhibit, except, as to clauses except that the transactions contemplated by the Transaction Documents may result in an event of default under the ComVest Notes. Except for (iii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as filing of a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained Form 8-K in connection with the consummation transactions contemplated by the Transaction Documents and (ii) the Registration Statement, Form D and any related state “Blue Sky” filings required to be filed with respect to the Securities pursuant to Section 6 hereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the execution and delivery of the transactions contemplated herebyTransaction Documents, whichand the valid issuance and sale of the Securities to be sold pursuant to this Agreement, if individually and the valid issuance of the Conversion Shares in accordance with the Notes, other than such as have been made or in the aggregate not obtained, would result in a loss of benefits and except for any post-closing securities filings or notifications required to the Company be made under federal or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholestate securities laws.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement do not, and the consummation by the Company does not, and performance of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03 with respect to this Agreement, contravene or by which conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries and which (i) has a term of more than one year, (ii) involves the payment or receipt of money in excess of $1,000,000, or (iii) involves the issuance of capital stock of the Company or any of its Subsidiaries (a "Company Agreement") or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a whole.Material

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by the Company, and the consummation by the Company does not, and performance of this Agreement the transactions contemplated by the Company Transaction Documents, including the Merger and the Separation Transactions, do not and at the Closing will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate Organizational Documents of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (vii) of Section 2.3(d)3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote and in the case of the consummation of the Separation, obtaining the Separation Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) except as set forth in Section 3.03(b) of the Company Disclosure Letter, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s require any consent, approval, Order, authorization, waiver, franchise or clearance (any of its Subsidiaries rights or materially alter the rights or obligations of any third party foregoing being a “Consent”) under, or give to others any rights of cause or permit termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit under, any Company Material Contract or Company Permit; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, failures to obtain Consent or other occurrences which creation of any Liens, in each case, that would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss Company Material Adverse Effect or to prevent, materially delay or have a material adverse effect on the ability of benefits to the Company or any of its Subsidiaries that would be material to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated by the Transaction Documents.

Non-Contravention. The execution and delivery of this Agreement by Except as set forth on Schedule 3.5 to the Company does notMerger Agreement, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary truth and accuracy of the Company, (ii) subject to obtaining the adoption representations and warranties of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements Buyer set forth in Section 2.3(d)4.3 of the Merger Agreement, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedno notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary in connection with the execution, delivery or performance by such Supporting Party of this Stockholder Consent and Agreement or the consummation by such Supporting Party of the transactions contemplated hereby. Neither the execution, delivery or performance by such Supporting Party of this Stockholder Consent and Agreement nor the consummation by such Supporting Party of the transactions contemplated hereby will (iiiwith the lapse of time, the giving of notice or both) (a) conflict with, violate or result in any breach of or constitute default under any provision of such Supporting Party’s Organizational Documents (if applicable), (b) except as set forth on Schedule 3.5 to the Merger Agreement, require any filing with, notice to or the obtaining of any permit, authorization, consent or approval of, any Person, (c) result in a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights right of termination, amendmentcancellation or acceleration under, acceleration any of the terms, conditions or cancellation ofprovisions of any material Contract to which such Supporting Party is a party, (d) violate in any respect any Law, order, injunction or decree applicable to such Supporting Party or (e) result in the creation imposition of any Lien (other than a Permitted Lien) on any asset or property of a Lien on any of Group Company, excluding from the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to foregoing clauses (iib), (c) and (iii), respectively, for any d) such conflicts, violations, breachesfilings, defaults notices, approvals, defaults, rights or other occurrences Liens which would not be material reasonably likely to the Company materially and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required adversely affect such Supporting Party’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company by this Stockholder Consent and its Subsidiaries, taken as a wholeAgreement.

Non-Contravention. The execution Subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholder Voting Matters, and assuming the truth and accuracy of the Group Companies’ representations and warranties contained in Section 3.1(a), neither the execution, delivery of this Agreement by the Company does not, and performance of this Agreement by or any Ancillary Agreement nor the Company consummation of the transactions contemplated hereby or thereby will not: (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or result in any Subsidiary Charter Documents material breach of any Subsidiary provision of the Company, RAC Governing Documents; (iib) subject to obtaining other than the adoption filing of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance Certificate of Merger with the requirements set forth in Section 2.3(d)Secretary of State of the State of Delaware, conflict with or violate require any material Legal Requirement applicable filing with, or the obtaining of any material consent or approval of, any Governmental Entity; (c) result in a material violation of or a material default (or give rise to the Company any right of termination, cancellation, or acceleration) under, any of its Subsidiaries the terms, conditions or provisions of any note, mortgage, other evidence of indebtedness, guarantee, license agreement, lease or other Contract to which RAC is a party or by which the Company or any of its Subsidiaries RAC or any of their respective properties is bound or affected, or assets may be bound; (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company RAC; or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iie) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences violations which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or delay the consummation of the transactions contemplated hereby, whichviolate in any material respect any Law, if individually Order, or in Lien applicable to RAC, excluding from the aggregate foregoing clauses (b), (c), (d) and Section 4.13 such requirements, violations or defaults which would not obtained, would result in a loss of benefits reasonably be expected to the Company or any of its Subsidiaries that would be material to the Company and its SubsidiariesRAC, taken as a whole. The Required Vote is the only vote of the holders of any class or series of RAC capital stock necessary to approve the transactions contemplated by this Agreement and the Ancillary Agreements. RAC is in compliance in all material respects with the related party policies set forth in the RAC Governing Documents.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and performance 3.3 and the accuracy of this Agreement by the Company will not: representations and warranties set forth in Section 4.17, (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents the Company By-Laws or the organizational documents of any Subsidiary Subsidiaries of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of, any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, be reasonably likely to have (i) a Company Material Adverse Effect or (ii) a Company Impairment Effect. For purposes of this Agreement, (x) “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset and (y) “Permitted Lien” means (i) Liens for Taxes not obtainedyet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be), (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of business, (iii) applicable zoning, planning, entitlement, conservation restrictions, land use restrictions, building codes and other governmental rules and regulations imposed by a governmental authority having jurisdiction over the real property, none of which would result reasonably be expected to have an adverse impact on the Company’s or its Subsidiaries’ conduct of their respective businesses, (iv) non-exclusive licenses to Intellectual Property granted in a loss the ordinary course of benefits business, (v) Liens arising in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farm-out agreements, division orders, Contracts for the sale, purchase, transportation, processing or exchange of oil, gas or other Hydrocarbons, unitization and pooling declarations and agreements, area of mutual interest agreements, development agreements, joint ownership arrangements and other agreements that are customary in the oil and gas business (collectively, the “Permitted Arrangements”); provided that, notwithstanding anything herein to the contrary, this clause (v) shall only apply with respect to Permitted Arrangements to the extent, and solely to the extent, related to operations in the United States and that are not Material Contracts), (vi) any Liens discharged at or prior to the Effective Time without any material liability to the Company or Parent or their respective Subsidiaries, (vii) any Liens securing indebtedness under that certain Amendment and Restatement Agreement, dated as of its Subsidiaries July 14, 2022, by and among the MLP, ▇▇▇▇ Midstream Operations LP (“Opco”), the other loan parties and lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as amended or modified from time to time, the “MLP Credit Agreement”), (viii) Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights of way, covenants, restrictions and other similar matters that (a) would be accepted by a reasonably prudent purchaser of oil and gas interests in the geographic area where such oil and gas interests are located, and (b) would not be reasonably expected to materially affect the value, use or operation of the property encumbered thereby (provided that, notwithstanding anything herein to the contrary, this clause (viii) shall only apply with respect to any such Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights of way, covenants, restrictions and other similar matters to the extent, and solely to the extent, related to operations in the United States), and (ix) Liens arising under securities laws. To the Company’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be material expected to prevent, materially impede or materially interfere with the consummation by the Company of the Merger and its Subsidiaries, taken as a wholethe Transactions.

Non-Contravention. The execution Except as set forth on Schedule 3.4, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (ii) subject assuming compliance with the matters referred to obtaining in Section 3.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the adoption Company, any Subsidiary, or, to the knowledge of this Agreement the Company, any of the CRS Companies (as defined in Section 3.6), (iii) constitute a default under or give rise to a right of termination, cancellation or acceleration (other than with respect to the acceleration of the exercisability of Options, the vesting of restricted stock of the Company or the payment of severance benefits) of any right or obligation of the Company, any Subsidiary or, to the knowledge of the Company, any of the CRS Companies, or to a loss of any benefit to which the Company, any Subsidiary or, to the knowledge of the Company, any of the CRS Companies, is entitled under. any provision of any agreement, contract or other instrument binding upon the Company, any Subsidiary or, to the knowledge of the Company, any of the CRS Companies, or any license, franchise, permit or other similar authorization held by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable Subsidiary, or, to the Company or knowledge of the Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedCRS Companies, or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien (as defined below) on any asset of the Company, any Subsidiary, or, to the knowledge of the Company, any of the properties CRS Companies, which violations, defaults, rights of termination or assets Liens could have a Material Adverse Effect. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For purposes of the Company or any representations and warranties relating to the CRS Companies that are qualified by the knowledge of its Subsidiaries pursuant tothe Company, any Company Scheduled Contract"knowledge of the Company" shall mean the knowledge of the executive officers of the Company, except, as to clauses United and Covia Corporation. There are no (i) consents from holders of Options nor (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material amendments to the Company and its Subsidiariesterms of Options or compensation plans or arrangements, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required that are necessary to be obtained in connection with the consummation of give effect to the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby Section 1.7.

Non-Contravention. (a) The execution and delivery by the Company of this Agreement, the consummation of the Merger and the other Transactions, the compliance by the Company with the provisions of this Agreement by the Company does not, (including Section 2.2 and performance of this Agreement by the Company Section 2.3) do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, not conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s give rise to a right of, or any of its Subsidiaries rights result in, termination, cancellation or materially alter the rights or obligations acceleration of any third party obligation or to a loss of a benefit under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) in or upon any of the properties or assets of the Acquired Companies or the Foundation under, or give rise to any payment under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of (i) the articles of association of the Company, as amended to date (the “Charter”), (ii) any Contract of the Company or any Contract applicable to any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) assets of the Company Disclosure Letter lists all consents, waivers and approvals under or (iii) any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually law or in the aggregate not obtained, would result in a loss of benefits Order applicable to the Company or any of its Subsidiaries that would be material assets or properties; except with respect to the Company foregoing clause (ii) as would not have a material and its Subsidiariesadverse effect on Acquired Companies, taken as a whole. (b) Except for (i) the approvals set forth on Annex C and (ii) the filing of the Merger Proposals and the Amended Articles with the Companies Registrar and the issuance of the Certificate of Merger, no consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or with respect to any Acquired Company or the Foundation in connection with the execution and delivery by the Company of this Agreement, the consummation by the Company of the Merger and the other Transactions or the compliance by the Company with the provisions of this Agreement. (c) The Company, the Board and the Shareholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder” or other similar anti-takeover statute or regulation and any anti-takeover provision in the governing documents of the Acquired Companies will not be applicable to any of Parent, the Acquired Companies, the Surviving Company or to the execution, delivery or performance of the Transactions, or the Shareholder Approval, including the consummation of the Merger or any of the other Transactions.

Non-Contravention. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by and the Company does not, Stockholders’ Representative Agreement and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of any provision of the Company Charter Documents Charter, bylaws or any Subsidiary Charter Documents of any Subsidiary other governing instruments of the CompanyCompany or the Company Subsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03, contravene, conflict with with, or violate result in a violation or breach of any provision of any material Legal Requirement law, statute, ordinance, rule, regulation, judgment, injunction, order, ruling or decree applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedSubsidiary, or (iii) result except as set forth in Section 4.04 of the Company Disclosure Schedule, require any breach of material consent or similar action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair cause or permit the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofother change of any material right or obligation or the loss of any material benefit to which the Company or the Company Subsidiary is entitled under any provision of any Material Agreement or any contract, lease, license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and the Company Subsidiary or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant tothe Company Subsidiary, any Company Scheduled Contractexcept for such contraventions, except, as conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would not be reasonably expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) or to materially impair the ability of the Company Disclosure Letter lists to consummate the actions contemplated by this Agreement. (b) The conversion of each share of Outstanding Series B Preferred, Outstanding Series A Preferred and Outstanding Common in accordance with Section 2.02 conforms in all consentsrespects to the requirements, waivers preferences and approvals under any other provisions of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCharter.

Non-Contravention. (a) Assuming that all consents, approvals, authorizations and permits described in Section 3.4(a) of the Company Disclosure Schedule have been obtained and all filings and notifications described in Section 3.4(b) have been made, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, will: (i) result in the creation of any Lien, other than Permitted Liens, on any of the material properties or assets of the Company or any of the shares of Company Capital Stock, (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or automatic loss of any benefit under, (A) any provision of the Company Governing Documents or any resolution adopted by stockholders of the Company or the Company’s board of directors, (B) any Material Contract of the Company or any Contract applicable to its material properties or assets, or (C) any applicable Law or (iii) give any Governmental Authority or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any applicable Law or any Order to which the Company or any of the assets owned or used by the Company is subject. (b) Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for compliance with and filings or notifications under the HSR Act or any other applicable Antitrust Laws, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company Transactions will not: (i) assuming the Required Company Stockholders adopt this Agreementnot contravene, conflict with or violate result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization, approval, regulation, permit or other similar instrument from a Governmental Authority that is held by the Company Charter Documents or that otherwise relates to the Business or to any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement assets owned or used by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not: : (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with violate or violate breach any provision of the Company Charter Documents Organizational Documents, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect; (b) contravene, violate or breach any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Laws or violate any material Legal Requirement Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to(“Company Assets”) are bound, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists assuming that all consents, waivers approvals, authorizations, filings and approvals under any of the Company Scheduled Contracts required to be notifications described in Section 3.7 have been obtained in connection with the consummation of the transactions contemplated hereby, whichor made or, if not obtained or made, would not reasonably be expected to, individually or in the aggregate not obtainedaggregate, would have a Company Material Adverse Effect; (c) result in any violation or breach of, or constitute a loss default (with or without notice or lapse of benefits time or both) under, any Contracts to which the Company or any of its Subsidiaries that would be material to is a party or by which any Company Assets are bound (collectively, “Company Contracts”), other than as in Section 3.8(c) of the Company and its SubsidiariesDisclosure Letter or as would not reasonably be expected to, taken individually or in the aggregate, have a Company Material Adverse Effect; (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Contracts, other than as in Section 3.8(d) of the Company Disclosure Letter or, if not obtained, would not reasonably be expected to, individually or in the aggregate, have a wholeCompany Material Adverse Effect; (e) give rise to any termination, cancellation, amendment, modification, default or acceleration of Indebtedness under any Company Contracts (or event or condition that with the passage of time or giving of notice or both would give rise to any termination, cancellation, amendment, modification, default or acceleration of Indebtedness under any Company Contracts), other than as in Section 3.8(e) of the Company Disclosure Letter or as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect; or (f) cause the creation or imposition of any Liens on any Company Assets, other than as in Section 3.8(f) of the Company Disclosure Letter or as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery ----------------- performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, and performance of this Agreement by the Company will not: (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement approval by the Company’s stockholders as contemplated in Section 5.2 and compliance 's shareholders, contravene or conflict with the requirements set forth in Section 2.3(d), conflict with articles or violate any material Legal Requirement applicable to certificate of incorporation or bylaws (or similar governing documents) of the Company or any of its Subsidiaries the Company Subsidiaries, or by (b) except for any such matters that do not have, and would not reasonably be expected to have, a Company Material Adverse Effect or except as set forth on Section 3.6 of the Company Disclosure Schedule, (i) assuming compliance with the matters referred to in Section 3.5, contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any Company Subsidiary or any of their respective assets, (ii) result in a violation or breach of, or constitute a default under, or give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of the Company or any Company Subsidiary or to a loss of any benefit to which the Company or any Company Subsidiary is entitled under any provision of its Subsidiaries any note, bond, mortgage, indenture, lease, agreement, contract or other instrument binding upon the Company or to which the Company or such Company Subsidiary is a party or by which it is affected or any of their respective properties license, franchise, permit or other similar authorization held by the Company or such Company Subsidiary or to which the Company or such Company Subsidiary is bound a party or by which it is affected, or (iii) result in any breach of the creation or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations imposition of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (as defined below) on any of the properties or assets asset of the Company or any Company Subsidiary. For purposes of its Subsidiaries pursuant tothis Agreement, "Lien" means, with respect to an asset, any Company Scheduled Contractmortgage, exceptlien, as to clauses (ii) and (iii)pledge, respectivelycharge, for ---- security interest or encumbrance of any kind in respect of such conflicts, violations, breaches, defaults or asset other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained than purchase money security interests incurred in connection with the consummation purchase of the transactions contemplated hereby, which, if individually or assets in the aggregate not obtained, would result in a loss ordinary course of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholebusiness.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by such Shareholder do not, and the Company consummation by such Shareholder of the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofto the loss of a material benefit under, or result in the creation or imposition of a Lien on any material lien, charge, pledge, security interest or other encumbrance upon any of the properties property or assets of such Shareholder pursuant to any provision of, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which such Shareholder is a party or by which any of such Shareholder's assets are bound. The execution, delivery and performance of this Agreement by such Shareholder do not and the consummation by such Shareholder of the transactions contemplated hereby will not violate or conflict with any other restriction of any kind or character to which such Shareholder is subject or by which any of such Shareholder's assets may be bound. Kori ▇▇▇eement and Plan of Merger//Page 8 17 (d) Ownership of Company Common Stock. Such Shareholder holds of record and owns beneficially the number of shares of Company Common Stock set forth next to his or her name in Schedule 2.1(d). Such Shareholder is, and as of the Final Closing Date will be (except as permitted under Section 1.7(e)), the sole and exclusive lawful owner of such shares of Company Common Stock free and clear of all liens, claims, encumbrances and rights of others of any nature whatsoever, with full power to vote all such shares on any matter that may properly come before shareholders of the Company, and such Shareholder may exercise such voting power on any matter without violation of the rights of any person. There are no rights, warrants or options outstanding with respect to such capital stock, and such Shareholder has no obligation to deliver capital stock of the Company or any of its Subsidiaries pursuant to(as defined below) to any person as of the date hereof, at any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults time on or other occurrences which would not be material prior to the Company and its SubsidiariesFinal Closing Date, taken thereafter or as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained result thereof or in connection with the consummation of the transactions contemplated hereby, which, if individually or therewith except as provided in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholethis Agreement.

Non-Contravention. The Neither the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with nor the consummation of the transactions contemplated hereby, whichwill (i) violate any constitution, if statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company or its Subsidiaries is subject or any provision of the articles or certificate of incorporation or bylaws of the Company and its Subsidiaries, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent or approval under any Company Material Contract to which the Company or any Subsidiary is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of its assets). Except as set forth on Schedule 4.4 and other than in connection with the provisions of the PBCL, compliance with the HSR Act, the International Trafficking and Arms Regulations of the United States State Department, neither the Company nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other Person in connection with the execution of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, except where the failure to give such notice, make such filing or obtain such authorization, consent or approval, which individually or in the aggregate aggregate, does not obtainedand would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Schedule 4.4 contains a complete and accurate list of all Requisite Consents and required notices needed in connection with this Agreement, would the consummation of the Merger, the execution of the Ancillary Documents and the other transactions contemplated herein and in the Ancillary Documents which, if not obtained or given on or prior to the Closing Date, could reasonably be expected to result in a loss of benefits to the Company or any of its Subsidiaries that would be material to Material Adverse Effect upon the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by the Company of this Agreement by the Company does not, and the performance of this Agreement by the Company of its covenants and agreements under this Agreement and the consummation by the Company of the Transactions will not: , (i) assuming receipt of the Required Company Stockholders adopt this AgreementRequisite Stockholder Approval, conflict with or violate the Charter or the Third Amended and Restated Bylaws of the Company Charter Documents (the “Bylaws”), or any Company Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining assuming receipt of the adoption of this Agreement government approvals contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), 3.4 conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under), or materially impair the Company’s or any of its Subsidiaries Subsidiaries’ rights or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as Contract to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to is a party or by which the Company and or any of its SubsidiariesSubsidiaries or its or any of their respective properties is bound or affected, taken or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not, individually or in the aggregate, reasonably be expected to (i) have a wholeCompany Material Adverse Effect or (ii) prevent or materially delay or impair the ability of the Company to consummate the Transactions (this clause (ii), a “Company Impairment Effect”).

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the Support Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation of the Offer, the Merger and the other transactions contemplated hereby and thereby will not: not (a) violate or conflict with any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Certificate of Incorporation or any Subsidiary Charter Documents the Company By-Laws or (ii) the comparable organizational documents of any Subsidiary of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the termination of, or accelerate the performance required by, or result in a right of first offer, first refusal, modification, termination, acceleration or loss of benefit under, any Contract to which the Company or any of the Company’s Subsidiaries is a party, or by which any of their properties or assets may be bound, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter are obtained or made, and assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations, Liens, rights of first offer, first refusal, modification, or other occurrences loss of benefits which would not be material to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. (a) The execution and delivery of this Agreement by the Company does notCompany, and the performance of this Agreement by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby (including but not limited to the execution and delivery of the Voting Agreements by the Company), subject in the case of the Merger to obtaining the Requisite Stockholder Approval, do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the Certificate of Incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificate of incorporation or bylaws of any Subsidiary of the Company's Subsidiaries, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders except as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)2.5 of the Company Disclosure Schedule, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach breach, impermissible assignment or non-transferability of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair the Company’s 's or any of its Subsidiaries Subsidiary's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 2.6, violate or conflict with, in any material respect, any law or order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, or (iv) result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to clauses except in the case of clause (iiiv) and (iii), respectivelyabove, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences which Liens that would not be or would not reasonably be expected to be material to the Company. (b) The Company and its Subsidiaries, taken as a whole. (i) has complied with the specific provisions (the "Specified Provisions") of the Contracts listed in Section 2.3(b)(iv2.5(b)(i) of the Company Disclosure Letter lists all consentsSchedule (the "Specified Contracts") and (ii) is not in breach of, waivers and approvals under or default under, any of such Specified Provisions, and no event has occurred that with notice or lapse of time or both would be expected to give any Person the right to declare a default or exercise any remedy thereunder nor any allegation thereof. The execution and delivery of this Agreement by the Company, the performance by the Company Scheduled Contracts required to be obtained in connection with of its covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not violate or conflict with, which, if individually or in the aggregate not obtained, would result in any breach of or constitute a loss default (or an event which with notice or lapse of benefits time or both would become a default) under, any of the Specified Provisions. There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that would be material with respect to the Specific Contracts nor is there any reasonable basis for the foregoing. The Company has no liability or obligations of any kind whatsoever (absolute, accrued, contingent or otherwise) pursuant to the specific exhibits, schedules and/or attachments listed on Section 2.5(b)(ii) of the Company Disclosure Schedule to the Contracts listed thereon and its Subsidiariesno provisions of such exhibits, taken as a wholeschedules and/or attachments contain any material provisions.

Non-Contravention. The execution and None of the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby and thereby does notor will (a) contravene or conflict with the Company Group’s organizational documents, and performance (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Company Group or to any of its respective properties, rights or assets, except as set forth in Section 4.4 of this Agreement by Agreement, (c) except for the Contracts listed on Schedule 4.8 requiring Company will not: Consents (but only as to the need to obtain such Company Consents), (i) assuming the Required Company Stockholders adopt this Agreementrequire consent, conflict with approval or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companywaiver under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a loss of any material benefit to which the Company Group is entitled, in the case of each of clauses (i) – (iv), under any provision of any Permit, Contract or other instrument or obligations binding upon the Company Group or any of its respective properties, rights or assets, (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company Group’s properties, rights or assets, (e) subject to obtaining the adoption filing of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)IIA Notice, conflict with or violate any material Legal Requirement applicable to of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underrequirements of, or give an Authority the right to others revoke, withdraw, suspend, cancel, terminate, modify or exercise any rights of termination, amendment, acceleration right or cancellation ofremedy, or result in require any refund or recapture with respect to, any Government Grant or other Permit, or any benefit provided or available under any Government Grant or other Permit that is held by the creation of a Lien on Company Group or (f) require any consent, approval or waiver from any Person pursuant to any provision of the properties or assets organizational documents of the Company Group, except for such consent, approval or any waiver which shall be obtained (and a copy provided to Parent) prior to the Closing, except in the case of its Subsidiaries pursuant clauses (c) – (f) as would not reasonably be expected to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement and the Operative Documents by Sierra and the Company does Seller and the performance and consummation of the any of the transactions contemplated hereby and thereby will not, and performance directly or indirectly (with or without giving of this Agreement by notice or the Company will not: lapse of time or both): (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate the Company Charter Documents constitute or result in a breach or violation of, or a default under (A) any Subsidiary Charter Documents of any Subsidiary provision of the Companyarticles of incorporation or by-laws of Sierra, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Seller, conflict with or violate any material Legal Requirement applicable to the Company or any Subsidiary or (B) any resolution adopted by the Board of its Subsidiaries or by which Directors of Sierra, the Seller, the Company or any Subsidiary; (ii) assuming compliance with the matters referred to in Section 2.1(q) and 2.2(d), violate or conflict with any Order applicable to any of its Subsidiaries Sierra, the Seller, the Company or any of their respective properties is bound or affectedSubsidiary, or the business of the Company or any Subsidiary or give any Governmental Authority or any other Person the right to challenge any of the transactions contemplated by hereby or in the Operative Documents or to exercise any remedy or obtain any relief under, any Applicable Law or Order to which Sierra, the Seller, the Company or any Subsidiary, or any assets owned or used by the Company or any Subsidiary, are subject; (iii) except as disclosed in Section 2.1(p) of the Seller's Disclosure Schedule, require the making of any filing or the obtaining of any consent or other action by any Person under, result in any a breach of or constitute a default (or an event that which with the giving of notice or lapse of time time, or both both, would become a default) under, or materially impair the Company’s or give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, cancellation or acceleration of any right or cancellation ofobligation of Sierra, the Seller, the Company, any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under any provision of any Contract or (iv) result in the creation of a any Lien on (x) the Subject Shares or (y) any of the assets or properties owned or assets of used by the Company or any of its Subsidiaries Subsidiary, in each case, pursuant toto any Contract, Permit or other instrument relating to such capital stock, assets or properties; or (v) contravene, conflict with, or constitute or result in a breach or violation, or default under, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by the Company Scheduled Contract, or any Subsidiary or that otherwise relates to the Business or any of the assets owned or used by the Company or any Subsidiary; except, as to in the case of clauses (ii) and ), (iii), respectively(iv) and (v), for to the extent that any such conflictsviolation, violations, breaches, defaults failure to obtain any such consent or other occurrences which action, default, right, loss or Lien would not reasonably be material to the Company and its Subsidiariesexpected, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and Except for items listed on Schedule 3.1.3, neither the execution, delivery of this Agreement by the Company does not, and or performance of this Agreement by nor the Company will not: (i) assuming consummation of the Required Company Stockholders adopt Closing hereunder in accordance with the terms and conditions of this AgreementAgreement does or will, conflict with or violate without notice or lapse of time, constitute, result in or give rise to (a) a breach, violation or default under any Legal Requirement applicable to the Company Company, its assets or properties, (b) a breach or violation of or default under any Charter Documents or any Subsidiary Charter Documents of any Subsidiary Bylaw provision of the Company, (iic) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations imposition of any third party under, or give to others Lien upon any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets asset of the Company or (d) a breach of or default under (or the acceleration of the time for performance of any material obligation or creation of its Subsidiaries pursuant toany other material obligation or right under) any Contractual Obligation of the Company, any Company Scheduled Contractother than, except, as to in the cases of clauses (iia), (c) and (iiid), respectivelyany breach, for any such conflictsviolation, violations, breaches, defaults default or other occurrences which imposition of Lien that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of Business (or any other business currently contemplated by the Company Disclosure Letter lists to be conducted). Assuming expiration or termination of all consentsapplicable waiting periods under the HSR Act and except as set forth on Schedule 3.1.3, waivers no approval, consent, waiver, authorization or other order of, and approvals under no declaration, filing, registration, qualification or recording with, any of the Company Scheduled Contracts Governmental Authority is required to be obtained or made by or on behalf of the Company in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herebyClosing hereunder in accordance with the terms and conditions of this Agreement, whichexcept (i) for those which shall have been duly obtained or made on or prior to, if individually and shall be in full force and effect at, the Closing Date and (ii) where failure to obtain such approval, consent, waiver, authorization or in the aggregate other order, or to make such declaration, filing, registration, qualification or recording would not obtained, would result in a loss of benefits reasonably be expected to the Company or any of its Subsidiaries that would be material to the Business (or any other business currently contemplated by the Company and its Subsidiaries, taken as a wholeto be conducted) or Parent’s ability to operate the Business (or any other business currently contemplated by the Company to be conducted).

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby (it is understood and performance agreed that the representations and warranties in this Section 4.4 refer to both the Forward Subsidiary Merger and the merger of this Agreement by Merger Subsidiary with and into the Company even though the Merger will not: be either the Forward Subsidiary Merger or the merger of Merger Subsidiary with and into the Company) do not and will not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate the Company Charter Documents result in any violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the certificate of incorporation or bylaws of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.3, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any Law applicable to the Company or any of its Subsidiaries, (iii) except as set forth in Section 4.4(iii) of the Disclosure Schedule, require any consent or other action by any Person under, constitute a default under, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or by which other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound assets or affectedany license, franchise, permit, certificate, approval or other similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of Company and its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, except for failures to obtain any Company Scheduled Contractsuch consents or other actions, exceptdefaults, as terminations, cancellations, accelerations, changes and losses referred to clauses (ii) and in clause (iii)) that would not, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to Material Adverse Effect on the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does not, and performance of this Agreement Agreement, the consummation by the Company of the Merger and the other transactions contemplated hereby and the compliance by the Company of its obligations hereunder do not and will not: not (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation, code of regulations, articles of organization, or operating agreement, as the case may be, of the Company or any Material Subsidiary, (ii) assuming the Required Company Stockholders adopt this AgreementShareholder Approval has been duly obtained and all consents, notices and approvals described in Section 4.03 have been made and any waiting periods required thereunder have terminated or expired, contravene, conflict with or violate result in a violation or breach of any provision of any Applicable Law or Order that applies to or binds the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyMaterial Subsidiary, (iiiii) subject to obtaining the adoption of this Agreement by the Company’s stockholders except as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.04 of the Company Disclosure Schedule, require any consent or approval under, violate, conflict with or violate with, result in any material Legal Requirement applicable to the Company breach of or any loss of its Subsidiaries any benefit under, or by constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which the Company or any of its Subsidiaries Material Subsidiary is a party, or by which they or any of their respective properties is or assets may be bound or affectedaffected or any Governmental Authorization affecting, or (iii) result relating in any breach of way to, the property, assets or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets business of the Company or any Material Subsidiary, or (iv) result in the creation or imposition of its Subsidiaries pursuant toany Lien on any asset of the Company or any Material Subsidiary, any Company Scheduled Contractwith such exceptions, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectivelyas could not reasonably be expected to have, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, a Company Material Adverse Effect, provided that in determining whether a Company Material Adverse Effect would result in a loss result, any adverse effect otherwise excluded by clause (A) of benefits to the definition of Company or any of its Subsidiaries that would Material Adverse Effect shall be material to the Company and its Subsidiaries, taken as a wholeinto account.

Non-Contravention. The (a) Neither the execution and delivery of this Agreement by the Company does not, and APSLP nor the fulfillment of and the performance of this Agreement by the Company and APSLP of their respective obligations hereunder will not: (i) assuming contravene any provision contained in the Required Company Stockholders adopt this Agreement, conflict with Governing Documents of APSLP or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary the Subsidiaries of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated conflict with, violate or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict a breach or acceleration (with or violate without the lapse of time, the giving of notice or both) of, permit any material Legal Requirement applicable Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated maturity, any obligation or liability of APSLP, the Company or any Subsidiary of its Subsidiaries the Company, or by constitute a default (with or without the lapse of time, the giving of notice or both) under (A) except as set forth on Section 3.3 of the Company Disclosure Letter, any Company Material Contract, Governmental Authorization, or other instrument or obligation to which APSLP, the Company or any Subsidiary of its Subsidiaries the Company is a party or is bound or to which any of their respective properties or assets are subject or (B) assuming the completion of the actions described in Section 3.4 and on Section 3.4 of the Company Disclosure Letter, any Legal Requirement to which APSLP, the Company or any Subsidiary of the Company is bound or affected, subject or to which any of their respective assets or properties are subject or (iii) result in any breach of the creation or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations imposition of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets or properties or assets of the Company or any Subsidiary, which, (x) in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses clause (ii) and (iii), respectivelywould reasonably be expected to be, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not be material materially adverse to the Company and its Subsidiaries, taken as a whole. , and (y) in the case of clause (iii), would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by the Company and APSLP nor the Closing will permit any Person to exercise any rights described in clause (a) or (b) of the Contract set forth on Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeLetter.

Non-Contravention. The execution Except as set forth on Section 3.3 of the Disclosure Schedules and delivery of this Agreement by the Company does notassuming that all requisite consents, approvals and performance of this Agreement by the Company will not: authorizations (i) assuming set forth on Exhibit A in connection with the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyNew RPM Reorganization, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance connection with the requirements set forth in Section 2.3(d)RPM Credit Document Assumption, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) under the HSR Act, (iv) of the Clients of the Business Entities under the Advisers Act (or any similar non-U.S. Laws), and (v) referred to in clauses (iv) – (vi) of the following sentence are obtained, neither the execution, delivery and performance of the Documents by the Business Entities, nor the consummation of the Transactions (including the New RPM Reorganization), shall (a) violate any Law as to which the Business Entities or the Company Units are subject, (b) violate any provision of the Fundamental Documents of the Business Entities, (c) conflict with, result in any a breach of or of, constitute a default (or an event that which with notice or notice, lapse of time or both would become constitute a default) under, or materially impair the Company’s or give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentmodification, cancellation or acceleration of any right or cancellation ofobligation of the Business Entities or to a loss of any benefit to which the Business Entities is entitled under any provision under, any Material Contract to which any of the Business Entities is a party or by which any of the assets of the Business Entities are bound or (d) result in the creation imposition of a any Lien on upon any of the properties or assets of the Company or any Business Entities (other than Permitted Liens), except in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iia), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, Business Entities (taken as a whole. Section 2.3(b)(iv) or prevent or materially delay the consummation of the Closing. Other than (i) as set forth on Exhibit A in connection with the New RPM Reorganization, (ii) under the HSR Act, (iii) as required under the Advisers Act (or any similar non-U.S. Laws), (iv) the filing of the Proxy Statement with the SEC and the resolution of the SEC’s comments thereon, if any, by the SEC, and compliance with and such other filings under the Securities Act and the Exchange Act as may be required in connection with this Agreement or the Transactions, (v) notifications, filings, notices or other submissions by the Company Disclosure Letter lists all consentsunder the rules and regulations of Nasdaq, waivers or (vi) compliance with and filings and approvals under any applicable international, federal or state securities or “blue sky” Laws, none of the Company Scheduled Contracts Business Entities is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any consent or approval of any other Person in order for the Business Entities to consummate the Transactions, except as would not reasonably be obtained expected to be, individually or in connection with the aggregate, material to the Business Entities (taken as a whole) or prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeClosing.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company’s 's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Surviving Corporation as a wholeresult of the Merger.

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter and the Approvals referred to in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (B) subject to others any rights obtaining the Approvals in respect of terminationthe Contracts set forth in Section 3.4 of the Company Disclosure Letter, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iiA)(b), (A)(c), (A)(d) and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations, losses or other occurrences Liens which have not had and would not reasonably be expected to have, a material to effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany’s business.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by and the consummation of the transactions contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of the Company does notor any of its Subsidiaries, and performance of this Agreement by the Company will not: (ib) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 3.03(a) through Section 3.03(e), contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iic) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d3.03(a) through Section 3.03(e), conflict require any consent or other action by any Person under, constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any material Legal Requirement applicable right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries or by which is entitled under any provision of any Contract binding upon the Company or any of its Subsidiaries or any of their respective properties is bound Contract, franchise, permit, certificate, approval or affectedother similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default the Company and its Subsidiaries (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s in all cases other than any Contract to which Parent or any of its Parent’s Subsidiaries rights is a counterparty) or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, except for such contraventions, conflicts and violations referred to in clause (b), such failures to obtain any Company Scheduled Contractsuch consent or other action referred to in clause (c), exceptand such defaults, as terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) or materially delay or impair the ability of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of perform its obligations or consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement do not, and the consummation by the Company does not, and performance of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03 with respect to this Agreement, contravene or by which conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries and which (i) has a term of more than one year, (ii) involves the payment or receipt of money in excess of $1,000,000, or (iii) involves the issuance of capital stock of the Company or any of its Subsidiaries (a "Company Agreement") or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a whole.Material Adverse Effect on the Company. For purposes of this Agreement, "

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by each of the Company Seller Corporations and the consummation of the transactions contemplated hereby does not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this Agreementcertificate of incorporation, conflict with bylaws or violate other comparable organizational documents of Pfizer, the Company Charter Documents Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary Charter Documents of a Conveyed Subsidiary) or any Subsidiary of the CompanyAsset Selling Corporation, (ii) subject to obtaining the adoption consents referred to in Schedule 5.4, conflict with, or result in the 60 breach of, or constitute a default under, or result in the termination, cancellation or acceleration (whether after the giving of this Agreement by notice or the Company’s stockholders as contemplated lapse of time or both) of any right or obligation of Pfizer, the Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary of a Conveyed Subsidiary) or any Asset Selling Corporation under, or to a loss of any benefit of the Business to which Pfizer, the Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary of a Conveyed Subsidiary) or any Asset Selling Corporation is entitled under, any Material Contract, lease of real estate or license of Intellectual Property to which any Seller Corporation or Conveyed Subsidiary (or Subsidiary of a Conveyed Subsidiary) is a party or to which its assets are subject or result in Section 5.2 and the creation or imposition of any Lien, other than a Permitted Encumbrance, on any of the Shares or any Conveyed Asset, (iii) assuming compliance with the requirements matters set forth in Section 2.3(d)Sections 5.5 and 6.5, conflict with violate or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a breach of or constitute a default under any Law or other restriction of any Governmental Authority to which any Seller Corporation or Conveyed Subsidiary (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation Subsidiary of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractConveyed Subsidiary) is subject, except, as with respect to clauses (ii) and (iii), respectively, for any such violations, conflicts, violationsdefaults, breaches61 terminations, defaults cancellations or other occurrences which accelerations as would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. 62 Section V.5.

Non-Contravention. The (a) Neither the execution and delivery of this Agreement or any other Merger Document, the consummation of the Merger and the other transactions contemplated hereby nor the fulfillment of and the performance by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or obligations hereunder will (a) contravene any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result provision contained in the creation certificate of a Lien on any of the properties incorporation, bylaws or assets similar organizational documents of the Company or any of its Subsidiaries pursuant toSubsidiaries, (b) conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of, or constitute a default (with or without the lapse of time, the giving of notice or both), or require any consent of any Person, under (i) except as set forth in Schedule 4.3, any Company Scheduled ContractContract or Material Lease, except, as to clauses or (ii) and (iii)any Order or Law, respectively, for any such conflicts, violations, breaches, defaults or other occurrences in each case to which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under or any of the Company Scheduled Contracts required Subsidiaries is a party or by which any of them is bound or to be obtained which any of their respective assets or properties are subject, (c) except as expressly contemplated herein or with respect to Liens granted to any lender at the Closing in connection with the consummation any financing by Parent of the transactions contemplated hereby, whichresult in the creation or imposition of any Lien on any of the assets or properties of the Company or the Subsidiaries, if or (d) except as set forth on Schedule 4.3, result in the acceleration of, or permit any Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated maturity, any obligation of the Company or any Subsidiaries, which in the case of any of clauses (b) through (d) above, would, individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss Material Adverse Effect or prevent the consummation of benefits any of the transactions contemplated hereby. (b) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or at the Effective Time will be, applicable to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does notof this Agreement, and the execution, delivery and performance of this Agreement by the Company of the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not: not (a) violate any provision of the certificates of incorporation, certificates of formation, articles by-laws or other organizational documents (the “Organizational Documents”) of any Purchased Company; (b) assuming the receipt of all Regulatory Approvals and Non-Governmental Consents, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofwith, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of any Purchased Company under, or result in a loss of any benefit to which any Purchased Company is entitled under, any Material Contract to which any Purchased Company is a party or by which any of its properties or assets are bound or (ii) result in the creation of a any Lien on upon any of the properties or assets of the Purchased Companies or (c) assuming the receipt of all Regulatory Approvals and Non-Governmental Consents, violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which a Purchased Company or any of its Subsidiaries pursuant toproperties or assets are subject, any Company Scheduled Contract, except, as to which in the case of each of the foregoing clauses (iib) and (iiic), respectivelywould reasonably be expected to be, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not be material to the Company and its SubsidiariesPurchased Companies, taken as a whole. Section 2.3(b)(iv) impair in any material respect the ability of the Company Disclosure Letter lists all consentsto perform its obligations under this Agreement or the Ancillary Agreements to which it is a party, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with or prevent or materially impede or delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company Merger or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeother transactions contemplated by this Agreement or the Ancillary Agreements.

Non-Contravention. The execution execution, delivery and delivery performance by Seller of this Agreement by and the Company Ancillary Agreements to which Seller is a party does not, not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of Seller, the Company, (ii) subject to obtaining the adoption of this Agreement by Company or the Company’s stockholders as Subsidiaries, (b) assuming that all consents, approvals and authorizations set forth on Section 2.04(a) of the Disclosure Schedule or otherwise contemplated by Section 2.04 have been obtained and all filings described in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)2.04 have been made, conflict with or violate any material Legal Requirement Law applicable to Seller, the Company or the Company’s Subsidiaries, or by which any material property or asset of Seller or the Company or any of its Subsidiaries is bound or affected or (c) assuming that all consents, approvals and authorizations set forth on Section 2.04(a) of the Disclosure Schedule or otherwise contemplated by Section 2.04 have been obtained and all filings described in Section 2.04 have been made, result in any breach or violation of or - 11 - constitute a default (or an event which with notice or lapse of time or both would become a default), require any consent of or notice to any Person pursuant to, or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Seller or the Company or any of its Subsidiaries under, or result in the creation of any Lien on any property, asset or right of Seller or the Company or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument or obligation or other material Contract to which Seller or the Company or any of its Subsidiaries is a party or by which Seller or the Company or any of its Subsidiaries or any of their respective properties is material properties, assets or rights are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does not, of its obligations under the Arrangement Agreement and performance the consummation of this Agreement the transactions contemplated by the Company will Arrangement Agreement and by the Plan of Arrangement do not and shall not: (i) contravene, conflict with, or result in any violation or breach of any provision of the articles or by-laws of the Company or the constating documents of any of its Subsidiaries; (ii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters, or obtaining the approvals, referred to in paragraph (d) above, contravene, conflict with or violate result in a violation or breach of any provision of any applicable Law or any license, approval, consent or authorization issued by a Governmental Entity held by the Company Charter Documents or any Subsidiary Charter Documents of its Subsidiaries; (iii) except for the Contracts set out in Schedule 3.1(e) of the Disclosure Letter, require any notice or consent or other action by any person under, contravene, conflict with, violate, breach or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any Subsidiary right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under, create any liability of obligation of the CompanyCompany or any Subsidiaries, (ii) subject or give rise to obtaining the adoption any rights of this Agreement by the Company’s stockholders as contemplated first refusal or trigger any change in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)control provisions or any restriction under, conflict with any provision of any Contract or violate any material Legal Requirement applicable to other instrument binding upon the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or affecting any of their respective properties is bound or affected, assets; or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contractwith such exceptions, except, as to in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as do not have and would not reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Following the consummation of the transactions Arrangement in accordance with its terms, none of Parent or Acquisition Sub will have any obligation to make any payment to any person with respect to the purchase of any Maple Shares, Maple Options or DSUs except as contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss Plan of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeArrangement.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming and the Required consummation by the Company Stockholders adopt and its Subsidiaries of the transactions contemplated by this Agreement, and the execution, delivery and performance of the Distribution Agreement, and the consummation of the transactions contemplated thereby, by each of the parties thereto, do not and will not, both before and after giving effect to the Spin-Off Transaction: (a) violate or conflict with with, or violate result in any violation or breach of, any provision of the Company Charter Documents Organizational Documents; (b) violate or conflict with, or result in any Subsidiary Charter Documents of violation or breach of, any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Laws or violate any material Legal Requirement Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant (including any assets that constitute Intellectual Property and any license agreements and other Contracts affecting or related to Intellectual Property) (“Company Assets”) are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 4.8 have been obtained or made, except where such violations, conflicts or breaches would not result in material costs to Parent as the buyer of the Company hereunder; (c) subject to obtaining or making the consents, approvals, authorizations, modifications, filings or notifications set forth in Section 4.9(c) of the Company Disclosure Letter, result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, any Material Contracts, other than such violations, breaches or defaults that relate solely to the Spin-Off Business and as to which no member of the Post-Spin-Off Company Group has or will have any liability or obligation; (d) require any consent, approval or other authorization, modification or any filing with or notification to, any Company Scheduled ContractPerson under any Material Contracts, except, other than as to clauses (iiset forth in Section 4.9(d) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to of the Company and its SubsidiariesDisclosure Letter; (e) give rise to any termination, taken cancellation, amendment, modification or acceleration of any rights or obligations under any Material Contracts, other than as a whole. set forth in Section 2.3(b)(iv4.9(e) of the Company Disclosure Letter lists all consentsand other than such rights or obligations that relate solely to the Spin-Off Business and as to which no member of the Post-Spin-Off Company Group has or will have any liability or obligation; or (f) cause the creation or imposition of any Liens on any Company Assets, waivers and approvals under any other than as set forth in Section 4.9(f) of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits Disclosure Letter and other than (i) any Liens that relate solely to the Company Assets owned by the Spin-Off Subsidiary or any of its Subsidiaries and as to which no member of the Post- Spin-Off Company Group has or will have any liability or obligation, (ii) Liens that would be not result in material costs to the Company discharge and its Subsidiaries, taken as a whole(iii) any Permitted Liens.

Non-Contravention. The execution and Subject to the receipt of the Company Stockholder Approval, none of the execution, delivery or performance by the Company of this Agreement by or any Additional Agreement to which the Company is or will be a party does not, and performance or will (a) contravene or conflict with the organizational documents of this Agreement by the Company will not: (iincluding the Company Certificate of Incorporation), (b) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with any Law or violate any material Legal Requirement Order binding upon or applicable to the Company or by which any of its Subsidiaries the Company’s assets or properties is or may be bound, (c) except for the Contracts listed on Company Schedule 4.9 requiring the Company to obtain Company Consents (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or require any payment or reimbursement or to a loss of any benefit relating to the Business to which the Company is entitled, or impose any other liability, directly or indirectly, on the Company, under any provision of any Permit, Contract or other instrument or obligations binding upon the Company or by which any of the Company Company’s assets or properties is or may be bound or any of its Subsidiaries or any of their respective properties is bound or affectedPermit, or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien (except for Permitted Liens) on any of the Company’s assets or properties or assets any of the Equity Interests of the Company or any of its Subsidiaries pursuant to, any (including the Company Scheduled Contract, except, as to clauses (iiSecurities) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material except to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) extent that the occurrence of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained foregoing items set forth in connection with the consummation of the transactions contemplated herebyclauses (b) through (d) would not, which, if individually or in the aggregate aggregate, be, or reasonably be expected to be a Material Adverse Effect. Company Schedule 4.5 sets forth a true, correct and complete list of all Change of Control Payments and the amounts thereof, which Change of Control Payments, in the aggregate, do not obtained, would result exceed $3,000,000. The consummation of the Merger will constitute a Deemed Liquidation Event (as defined in a loss of benefits to the Company or any Certificate of its Subsidiaries that would be material to Incorporation), and the treatment of the shares of Company Capital Stock set forth in this Agreement will comply in all respects with, and satisfy all requirements of, the Company and its Subsidiaries, taken as a wholeCertificate of Incorporation.

Non-Contravention. The Except as set forth in Section 3.4 of the Disclosure Letter, and other than with respect to Contracts which are assigned from the Company Group to the Seller, and all obligations arising under or relating to such assigned Contracts which are assumed by, the Seller, pursuant to the Restructuring, the execution and delivery of this Agreement the Transaction Documents by the Company does notCompany, Refining and performance Marketing and the consummation of this Agreement the Transactions by the Company Company, Refining and Marketing will not: : (ia) assuming the Required Company Stockholders adopt this Agreementviolate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary provisions of, the Organizational Documents of the Company, Refining or Marketing; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated violate in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedrespect, or (iii) result in any a breach of or constitute a default under (with or an event that with without notice or lapse of time or both would become as a default) underresult of any cure period, or materially impair the Company’s or both), conflict in any material respect with any of its Subsidiaries rights the terms, conditions or materially alter the rights or obligations of any third party underprovisions of, or give rise to others any rights a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under or require the posting of any additional or different collateral or credit support under (including a Guarantee, acceleration letter of credit or cancellation ofcash collateral), any of the Material Contracts, the Logistics Facility, the Holdings Facility, the Logistics Indenture, the UK Term Loan or any other Contract under which the Seller or any Affiliate thereof has incurred Indebtedness or Guarantees; (c) materially violate, contravene or conflict with, or result in a material breach of, any law, rule, regulation, Order, writ, injunction, license, Permit or decree applicable to the creation of Company, Refining or Marketing; (d) require a Lien on material consent or approval of, filing with, or notice to any Governmental Authority or other Person, other than as may be required under the HSR Act; or (e) require any NuStar Third-Party Consents, other than NuStar Third-Party Consents that are set forth in Section 3.4 of the properties Disclosure Letter and that have, or assets as of the Company or any of its Subsidiaries pursuant toClosing will have, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not been obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by MD Holdings of this Agreement by and the Company does Ancillary Agreements to which it is a party do not, and performance the consummation of the transactions contemplated by this Agreement by and the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Ancillary Agreements and compliance with the requirements set forth in Section 2.3(d)provisions of this Agreement and the Ancillary Agreements will not, conflict with, or result in any violation or breach of, or default (with or violate without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material Legal Requirement applicable obligation or to the loss of a benefit under, or result in the creation of any Encumbrance upon any of the Assets of MD Holdings, the Company or any of its Subsidiaries or under (other than any such Encumbrance created as a result of any action taken by which the Company ▇▇▇▇ or any of its Subsidiaries Affiliates), any provision of (c) the Organizational Documents of MD Holdings, or (d) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of ▇▇▇▇ set forth in Section 6.4, (i) any written Contract to which MD Holdings is a party or by which any of its properties or assets are bound, (ii) any Law, in each case applicable to MD Holdings or any of their respective its properties is bound or affectedassets, or (iii) result in any breach Authorizations of or constitute a default (or an event that with notice or lapse of time or both would become a default) underMD Holdings, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underother than, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iib), (c) and (iii)d) above, respectively, for any such conflicts, violations, breachesdefaults, defaults rights, losses or other occurrences which Encumbrances that would not be material to the have a Company and its Subsidiaries, taken Material Adverse Effect. Except as a whole. set forth on Section 2.3(b)(iv) 5.5 of the Company MD Holdings Disclosure Letter lists all consentsSchedules, waivers and approvals under no consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any of the Company Scheduled Contracts Governmental Entity is required to be obtained or made by or with respect to MD Holdings in connection with the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by MD Holdings or the consummation by MD Holdings of the transactions contemplated herebyby this Agreement or such Ancillary Agreements, whichexcept for (A) the filing of a premerger notification and report form by MD Holdings under the HSR Act and (B) such other consents, if individually approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or in the aggregate made would not obtained, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution (a) Subject to the approval of the Shareholder Proposals by the Required Shareholder Vote, the execution, delivery and delivery of this Agreement performance by the Company does notof this Agreement, the Amended Warrant, and performance the consummation of this Agreement the transactions contemplated hereby and thereby, including the Other Transactions (as defined below), and compliance by the Company with the provisions hereof and thereof, will not: not (iA) assuming the Required Company Stockholders adopt this Agreementviolate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation of, or result in the creation of a Lien on of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals Subsidiary under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Scheduled Contracts or any Company Subsidiary is a party or by which it or any Company Subsidiary may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the amendment to its Articles of Incorporation as contemplated by Section 1.1(d)(iii) with the State of North Carolina, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained, and such approvals as are required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond, under any state “blue sky” laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby (including for this purpose the consummation of the Exchange and the Other Transactions) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, whichpayment of unemployment compensation, if individually or “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the aggregate not obtainedEESA, would result in a loss as implemented by the Compensation Regulations) or forgiveness of benefits indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any of its Subsidiaries that would be material to Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and its Subsidiaries(B) neither the Company nor any Company Subsidiary has taken, taken as or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a wholereversion of assets from any benefit plan or related trust.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or any the Seller (in respect of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses the Company) (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Seller and the Company and its Subsidiariessuch term when used in Article V has a correlative meaning with respect to the Buyer) pursuant to any provisions of (i) the articles of incorporation, taken as a whole. Section 2.3(b)(iv) by-laws or similar governing documents of the Seller, Utility, Development or Reynolds, or any Company Disclosure Letter lists all consentsSubsidi▇▇▇, waivers and approvals under (▇▇) subject to obtaining the Seller Required Statutory Approvals (as defined in Section 3.4(c)), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebySeller, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, Utility, Development or Reynolds, or any Company Subsidi▇▇▇, ▇▇ a party or by which they or any of their respective properties or assets may be material bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the other agreements referred to in this Agreement to which it is a party and the consummation by the Company does notof the transactions contemplated hereby and thereby, including the Merger, do not and performance of this Agreement by the Company will not: not (a) contravene, breach or conflict with (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any of the Company Charter Organizational Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining Section 6.5 hereof and to the adoption of this Agreement failure to obtain the Required Stockholder Approval at the Stockholders Meeting, any resolution adopted by the Company’s board of directors (or equivalent governing body) or stockholders as contemplated in Section 5.2 and or equityholders of any of the Acquired Companies, (b) assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.5, contravene, breach or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to the Company or any of its Subsidiaries Acquired Companies or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would could reasonably be expected to become a default), give rise (with or without notice or lapse of time or both) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights a right of termination, amendment, cancellation or acceleration or cancellation ofrequire the consent of any Person, under any Material Contract or any Permit, (d) result in the creation or imposition of a Lien any Encumbrance on any asset owned or used by any Acquired Company, (e) cause any of the properties or assets of the Company or any of its Subsidiaries pursuant Acquired Companies to become subject to, or to become liable for, the payment of, any Company Scheduled ContractTax; or (f) require a consent from any Person under any Real Property Lease, except, as to in the case of clauses (iib)-(f) and (iii), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which or matters that would not reasonably be material expected to the have a Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company Seller does not, and performance of this Agreement the consummation by the Company Seller and the Companies of the transactions contemplated hereby will not: , violate or result in a breach of any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of any Company or any Subsidiary (any such violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Companies and the Subsidiaries and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) assuming the Required articles of incorporation, by-laws, certificate of formation, limited liability company agreement or operating agreement or similar governing documents (“Organizational Documents”) of the Seller, any Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiary, (ii) subject to obtaining the adoption Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Governmental Authority applicable to the Seller, any Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound or affectedassets, or (iii) result subject to obtaining the third-party consents set forth in Section 3.3(b)(iii) of the Seller Disclosure Schedule (the “Company Third-Party Consents”), any breach note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or constitute other instrument, obligation or agreement of any kind to which any of the Seller, any Company or any Subsidiary is a default (party and by which any Company or an event that with notice or lapse of time or both would become a default) underSubsidiary, or materially impair the Company’s or any of its Subsidiaries rights the Companies’ or materially alter the rights Subsidiaries’ properties or obligations of any third party underassets, may be bound or give to others any rights of terminationaffected, amendment, acceleration or cancellation of, or result except in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any where such conflicts, violations, breaches, defaults or other occurrences which Violations would not have or reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as detailed in Section 3.5 of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the Company’s performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person, (v) constitute a change in control under, (vi) require the payment of a penalty under or result in the imposition of any Lien on the assets of the Company or any of its the Company Subsidiaries rights under, (a) the Charter Documents, (b) the charter, articles of association, bylaws or materially alter the rights or obligations other constituent documents of any third party underof the Company Subsidiaries (the “Subsidiary Charter Documents”), (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, any Material Contract, or give (d) assuming the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter and the Approvals referred to others in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval, any rights Law applicable to the Company or any of termination, amendment, acceleration the Company Subsidiaries or cancellation ofby which any of their properties or assets are bound, or (B) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tothe Company Subsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (ii) A)(b), (A)(c), and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which are not had and would not reasonably be expected to be material to the Company and its the Company Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with or prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement and any document, agreement or instrument to be executed and delivered by the Company does notBuyer in connection herewith, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption governing or constituent documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedBuyer, or (iiib) result constitute a violation of, or be in any breach of conflict with, or constitute or create a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any encumbrance upon any property of Buyer pursuant to (i) any agreement or instrument to which such Buyer is a Lien on any of the properties party or assets of the Company or by which any of its Subsidiaries pursuant toproperties is bound, any Company Scheduled Contract, except, as to clauses or (ii) any statute, judgment, decree, order, regulation or rule of any court or governmental or regulatory authority. A/72601405.7 6.01 From the date of this Agreement through the Closing, Buyer, its agents and representatives, shall be entitled to enter upon the Real Property (as coordinated through the Management Company), including all leased areas and apartment units, upon reasonable prior notice to Seller, to perform inspections and tests of the Property, including surveys, environmental studies, examinations and tests of all structural and mechanical systems within the Improvements, and to examine (a) all leases, contracts, books, records and accounting reports of Partnership or Partnership's property manager relating to the Real Property, (b) title and survey, (c) compliance with all zoning, building and other laws and regulations, (d) an engineering and physical inspection, (e) an environmental study, and (iii)f) an inspection of such other matters as Buyer determines. Partnership shall make an on-site representative available to assist in all on-site inspections. Notwithstanding the foregoing, respectivelyBuyer shall not be permitted to interfere materially and unreasonably with the Partnership's operations at the Real Property or interfere with any tenant's occupancy at the Real Property, for and the scheduling of any inspections shall take into account the timing and availability of access to tenants' premises, pursuant to tenants' rights under the Leases or otherwise. Buyer shall repair any damage to the Property caused by its employees, agents and contractors conducting any such conflictstests or investigations, violationsand indemnify Partnership from and against any and all liabilities, breachesclaims, defaults or other occurrences which would costs and expenses resulting therefrom, provided, however, that the foregoing indemnity shall not be material applicable to conditions merely discovered by Buyer, but not originally caused by Buyer, nor shall such indemnity extend to liabilities, costs, expenses, damages or injuries caused by or arising out of the Company acts or omissions of Partnership or its agents. The foregoing indemnification shall survive the Closing or the termination of this Agreement. Prior to Closing hereunder, Buyer's and its Subsidiaries, taken as agents' activities at the Property shall be covered by a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result general liability insurance policy maintained by Buyer in a loss of benefits to commercially reasonable amount. Buyer shall provide Seller with a certificate evidencing such insurance and naming the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Partnership as a wholean additional insured.

Non-Contravention. The execution (i) Subject to obtaining the Stockholder Approvals, the receipt of the consents, approval, authorizations and delivery other requirements set forth in Section 3.01(c), and except as set forth on Section 3.01(e) of this Agreement by the Company does notLetter, the execution, delivery and performance of this Agreement by the Company and the consummation and implementation of the Equity Investment and the other transactions contemplated by this Agreement do not and will not: not (iA) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of (1) the Company Charter Organizational Documents or any Subsidiary Charter Documents (2) the comparable organizational or governing documents of any Subsidiary of the Subsidiaries of the Company, (iiB) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement violation or breach of, any Permit or Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or its Subsidiaries are bound, assuming that all Governmental Authorizations described in Section 3.01(c) have been obtained or made, (C) result in any violation, termination, acceleration of any material obligation, cancellation or breach of, or constitute a default (with or without notice or lapse of time or both) or require any notice or consent under, any Material Contracts or Company Real Property Lease to which the Company or any of its Subsidiaries is a party or by which any assets of their respective properties is the Company or its Subsidiaries are bound or affected, or (iiiD) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Liens (other than Permitted Liens) upon any of the properties assets of the Company or assets its Subsidiaries, except, in the case of clauses (B), (C) and (D), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual, alleged, possible or potential violation by, or failure of the Company or any of its Subsidiaries pursuant to, to comply with any Company Scheduled Contract, except, as to clauses Permit or Law. (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences There is no Contract to which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries subsidiaries is a party that would purports to have a material effect (or could be material construed to affect) on the Company Intellectual Property following consummation of the Equity Investment and its Subsidiaries, taken as a wholethe other transactions contemplated by this Agreement.

Non-Contravention. The execution Except as set forth in SCHEDULE 5.04, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)SECTION 5.03, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, writ, injunction, order or decree of any court or governmental authority binding upon or applicable to the Company or any Subsidiary or any of its Subsidiaries their properties or by assets, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under any provision of its Subsidiaries any material agreement, contract or other instrument binding upon the Company or any of their respective properties is bound Subsidiary or affectedany license, franchise, permit or other similar authorization held by the Company or any Subsidiary, or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiary, except, as to in the case of clauses (iib), (c) and (iii), respectivelyd) of this SECTION 5.04, for any such conflictsviolation, violations, breaches, defaults failure to obtain any such consent or other occurrences which action, default, right, loss or Lien that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in a loss respect of benefits such asset. The Rawhide Merger Agreement has been terminated in accordance with its terms (subject to payment of the amount described in the following clause), and the Company is obligated to pay, on Tuesday, January 2, 2001, $66,500,000 to Rawhide Holdings Corporation which represents all amounts required to be paid by the Company under the Rawhide Merger Agreement and the Company has no other financial liabilities thereunder. Immediately prior to the Company or any execution hereof, Rawhide Holdings Corporation has agreed to waive the three day period to submit a new offer provided for in Section 10.01(e) of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeRawhide Merger Agreement.

Non-Contravention. The execution Except as disclosed in Section 4.5 of the ------------------ Company Disclosure Schedule, the execution, delivery and delivery performance by the --------------------------- Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (ia) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.3, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.4, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, lease, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Company Scheduled Contract, exceptBalance Sheet (as such term is defined in Section 4.8), as to clauses the case may be); (ii) and which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii)) statutory or common law liens to secure obligations to landlords, respectivelylessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, for any such conflictsor to secure payment of, violationsworkers' compensation, breachesunemployment insurance, defaults or other occurrences which would not be material social security programs mandated under laws applicable to the Company and its Subsidiaries, taken Except as a whole. disclosed in Section 2.3(b)(iv) 4.5 of the Company Disclosure Letter lists all consentsSchedule, waivers and approvals under neither ---------------------------------------------- the Company nor any Subsidiary of the Company Scheduled Contracts required is a party to be obtained in connection with any agreement that expressly limits the consummation ability of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any Subsidiary of its Subsidiaries that the Company, or would be material limit Parent or any Subsidiary of Parent after the Effective Time, to the Company and its Subsidiaries, taken as a wholecompete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.